PHILIPS LIGHTING INDIA LIMITED Standalone Financial ...PHILIPS LIGHTING INDIA LIMITED Standalone...

PHILIPS LIGHTING INDIA LIMITEDStandalone Financial Statements for period 01/04/2017 to 31/03/2018

[700300] Disclosure of general information about company

Unless otherwise specified, all monetary values are in Millions of INR01/04/2017

to 31/03/2018

01/04/2016 to

31/03/2017

Name of company PHILIPS LIGHTING INDIA LIMITED

Corporate identity number U74900WB2015PLC206100

Permanent account number of entity AAICP0987G

Address of registered office of company

Mangalam Business Center Block B, 6th Floor , 22 , Camac Street Kolkata Kolkata , WEST BENGAL , INDIA - 700016

Type of industry C o m m e r c i a l a n d Industrial

Date of board meeting when final accounts were approved 29/06/2018

Date of start of reporting period 01/04/2017 01/04/2016

Date of end of reporting period 31/03/2018 31/03/2017

Nature of report standalone consolidated Standalone

Content of report Financial Statements

Description of presentation currency INR

Level of rounding used in financial statements Millions

Type of cash flow statement Indirect Method

Whether company is maintaining books of account and other relevant books and papers in electronic form

No

Disclosure of principal product or services [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRTypes of principal product or services [Axis] 1

01/04/2017 to

31/03/2018Disclosure of general information about company [Abstract] Disclosure of principal product or services [Abstract] Disclosure of principal product or services [LineItems] Product or service category (ITC 4 digit) code 9405

Description of product or service category

LMPS & LIGHTINGFTTNGS INCLSEARCH LIGHTSAND SPOTLIGHTSE T CN.E.S.ILLUMINATDSIGNS & THE LIKEWTH PRMNANTLGHT SORCE&PRTSNES

Turnover of product or service category 35,128

Highest turnover contributing product or service (ITC 8 digit) code 94052010

Description of product or service T A B L ELAMPS,COMPLETEFITTINGS

Unit of measurement of highest contributing product or service NOs

Turnover of highest contributing product or service 33,957

2

PHILIPS LIGHTING INDIA LIMITED Standalone Financial Statements for period 01/04/2017 to 31/03/2018

[700600] Disclosures - Directors report

Details of indebtedness of company [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INR

Indebtedness [Axis] Secured loans excluding deposits[Member]

01/04/2017 to

31/03/201831/03/2017

Details of indebtedness of company [Abstract] Details of indebtedness of company [LineItems] Changes in indebtedness [Abstract] Addition in indebtedness 70.79

Reduction in indebtedness 42.51

Total changes in indebtedness 28.28

Principal amount at end of financial year 97.8 69.51

Total indebtedness at end of financial year 97.8 69.51

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRMaterial contracts/arrangements/transactions at arm's length basis

[Axis]01 02 03 04

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Details of material contracts/arrangements/transactions at arm's length basis [Abstract] Details of material contracts/arrangements/transactions at arm's length basis [LineItems]

Name of related party Philips LightingB.V.

Philips LightingB.V.

Philips LightingHong Kong Ltd

Philips LightingLuminaires(Shanghai) Co., Ltd.

Nature of related party relationship Fellow Subsidiarycompany

Fellow Subsidiarycompany



Description of nature of material contracts/arrangements/transactions with related party

Purchase of ITServices

Purchase of RawMaterial andStock-in -trade



Duration of material contracts/arrangements/transactions with related party

Yearly Yearly Yearly Yearly

Dates of approval of material contracts/arrangements/transactions with related party by board

(A) 31/03/2018 (B) 31/03/2018 (C) 31/03/2018 (D) 31/03/2018

Amount paid as advances if any for material contracts/arrangements/transactions with related party

(E) 347 (F) 592 (G) 325 (H) 123

Footnotes (A) Not Applicable since the contract was entered in the ordinary course of business and on arm's length basis

(B) Not Applicable since the contract was entered in the ordinary course of business and on arm's length basis

(C) Not Applicable since the contract was entered in the ordinary course of business and on arm's length basis

(D) Not Applicable since the contract was entered in the ordinary course of business and on arm's length basis

(E) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

(F) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

(G) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

(H) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

3




[Axis]05 06 07 08

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to


Name of related party Philips LightingNorth AmericaCorporation

Philips LightingPoland Sp. z o.o.

Philips Luminaires(Chengdu) Co., Ltd.










Sale of products




(A) 31/03/2018 (B) 31/03/2018 (C) 31/03/2018 (D) 31/03/2018


(E) 144 (F) 204 (G) 189 (H) 251











[Axis]09 010 011 012

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to


Name of related party Philips LightingHong Kong Ltd

Philips LightingHolding B.V.




Holding companyFellow Subsidiarycompany

Holding company


Sale of products Sale of Services Sale of ServicesManagementSupport Services




(A) 31/03/2018 (B) 31/03/2018 (C) 31/03/2018 (D) 31/03/2018


(E) 865 (F) 131 (G) 1,015 (H) 1,448

4











Unless otherwise specified, all monetary values are in Millions of INRMaterial contracts/arrangements/transactions at arm's length basis [Axis] 013 014

01/04/2017 to

31/03/2018

01/04/2017 to


Name of related party Philips LightingB.V.





Technical Royalty Technical Royalty

Duration of material contracts/arrangements/transactions with related party Yearly Yearly


(A) 31/03/2018 (B) 31/03/2018


(C) 454 (D) 560



(C) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

(D) Value of Transactions during the Year Ended March 31, 2018 (Rs Million)

Details of shareholding pattern [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRShareholding pattern [Axis] Promoters [Member] Foreign [Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 0 [shares] 0 [shares] 0 [shares] 0

Number of physical shares held end of period [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242

Total number of shares held at end of period [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242

Percentage of total shares held at end of period 96.13% 96.13% 96.13% 96.13%

Percentage of change in shares held during year 0.00% 0.00%





Percentage of total shares held at end of period

96.13% 96.13% 96.13% 96.13%





96.13% 96.13% 96.13% 96.13%

5



Unless otherwise specified, all monetary values are in Millions of INRShareholding pattern [Axis] Foreign corporate bodies [Member] Public shareholding [Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 0 [shares] 0 [shares] 9,89,172 [shares] 9,58,004

Number of physical shares held end of period [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 12,37,828 [shares] 12,68,996

Total number of shares held at end of period [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 22,27,000 [shares] 22,27,000








96.13% 96.13% 3.87% 3.87%





96.13% 96.13% 3.87% 3.87%


Unless otherwise specified, all monetary values are in Millions of INRShareholding pattern [Axis] Institutions [Member] Mutual funds [Member]

01/04/2017 to

31/03/201831/03/2017 31/03/2018 31/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 2,274 [shares] 2,274 [shares] 0 [shares] 0

Number of physical shares held end of period [shares] 10,988 [shares] 10,988 [shares] 2,293 [shares] 2,293

Total number of shares held at end of period [shares] 13,262 [shares] 13,262 [shares] 2,293 [shares] 2,293


Percentage of change in shares held during year 0.00%






0.02% 0.02% 0.00% 0.00%





0.02% 0.02% 0.00% 0.00%

6




Shareholding pattern [Axis] Public shareholding banks/financialinstitutions [Member]

Non institutions [Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 2,274 [shares] 2,274 [shares] 9,86,898 [shares] 9,55,730

Number of physical shares held end of period [shares] 8,695 [shares] 8,695 [shares] 12,26,840 [shares] 12,58,008

Total number of shares held at end of period [shares] 10,969 [shares] 10,969 [shares] 22,13,738 [shares] 22,13,738








0.02% 0.02% 3.85% 3.85%





0.02% 0.02% 3.85% 3.85%



Shareholding pattern [Axis] Non institutions corporate bodies[Member]

Indian corporate bodies [Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 37,556 [shares] 36,258 [shares] 37,556 [shares] 36,258

Number of physical shares held end of period [shares] 13,157 [shares] 13,605 [shares] 13,157 [shares] 13,605









0.09% 0.09% 0.09% 0.09%





0.09% 0.09% 0.09% 0.09%

7




Shareholding pattern [Axis] Individuals [Member]Individual shareholders holding

nominal share capital upto rupees onelakh [Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 9,02,389 [shares] 8,71,014 [shares] 7,44,073 [shares] 7,38,291

Number of physical shares held end of period [shares] 12,00,742 [shares] 12,31,417 [shares] 12,00,742 [shares] 12,31,417

Total number of shares held at end of period [shares] 21,03,131 [shares] 21,02,431 [shares] 19,44,815 [shares] 19,69,708


Percentage of change in shares held during year 0.00% -0.04%



Percentage of change in shares held during year 0.00% -0.04%



3.66% 3.65% 3.38% 3.42%





3.66% 3.65% 3.38% 3.42%



Shareholding pattern [Axis]Individual shareholders holding

nominal share capital in excess ofrupees one lakh [Member]

Other non-institutions [Member]

01/04/2017 to

31/03/201831/03/2017 31/03/2018 31/03/2017

Details of shareholding pattern [Abstract] Details of shareholding pattern [LineItems] Number of demat shares held at end of period [shares] 1,58,316 [shares] 1,32,723 [shares] 46,953 (A) [shares] 48,458

Number of physical shares held end of period [shares] 0 [shares] 0 [shares] 12,941 [shares] 12,986

Total number of shares held at end of period [shares] 1,58,316 [shares] 1,32,723 [shares] 59,894 [shares] 61,444








0.28% 0.23% 0.10% 0.11%





0.28% 0.23% 0.10% 0.11%

Footnotes (A) NBFC

8


Details of directors signing board report [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRDirectors signing board report [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Details of signatories of board report [Abstract] Details of directors signing board report [LineItems] Name of director signing board report [Abstract] First name of director SUMIT SUKANTO

Middle name of director PADMAKAR

Last name of director JOSHI AICH

Designation of director Vice-Chairman,Managing Directorand CEO

Whole TimeDirector and CFO

Director identification number of director 07018906 02175058

Date of signing board report 29/06/2018 29/06/2018

Details of principal business activities contributing 10% or more of total turnover of company [Table] ..(1)


Principal business activities of company [Axis] Product/service 1[Member]

01/04/2017 to

31/03/2018 Details of principal business activities contributing 10% or more of total turnover of company [Abstract] Details of principal business activities contributing 10% or more of total turnover of company [LineItems] Name of main product/service Lighting

Description of main product/service Lighting

NIC code of product/service 2740

Percentage to total turnover of company 100.00%

9


Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees permonth [Table]

..(1)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed for a part of financial year, at the rate in aggregate

was not less than eight lakh and fifty thousand rupees per month[Axis]

Employee 1[Member]

Employee 2[Member]

Employee 3[Member]

Employee 4[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

Designation of employee MD & CEO WTD & CFO

R&D GroupManager, BusinessProfessionalSystems

Logistics Manager

Remuneration received 27.33 8.54 38 10

Qualifications B.Tech CA B.E, MBA MBA

Experience 25 21 25 36

Date of commencement of employment 22/04/2015 (A) 22/04/2015 (B) 22/04/2015 (C) 22/04/2015

Age in Years [pure] 46 [pure] 46 [pure] 46 [pure] 56

Last employment held by the employee HCL InfosystemsEMAMI PAPERMILLS

Bosch

Handicrafts andHandlooms ExportsCorporation of IndiaLimited

Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [Abstract] Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [LineItems]



Logistics Manager







Bosch




Logistics Manager







Bosch


Footnotes (A) Date of Commencement of employment in the Group is 17/05/1999

(B) Date of Commencement of employment in the Group is 01/04/2012

(C) Date of Commencement of employment in the Group is 07/05/1999

10


Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees permonth [Table]

..(2)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per

month [Axis]Employee 5[Member]

01/04/2017 to

31/03/2018 Designation of employee System Architect

Remuneration received 11.04

Qualifications PGD, BME

Experience 37

Date of commencement of employment (A) 22/04/2015

Age in Years [pure] 60

Last employment held by the employee NA

Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [Abstract] Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [LineItems] Designation of employee System Architect



Experience 37




Designation of employee System Architect



Experience 37





11


Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing directoror wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares ofcompany [Table]

..(1)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed throughout the financial year of a part was in

receipt of aggregate remuneration in excess of managing director orwholetime director or manager and holds by himself along withspouse and children not less than two percent of equity shares of

company [Axis]

Employee 1[Member]

Employee 2[Member]

Employee 3[Member]

Employee 4[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

Designation of employee


Business LeaderProfessional

Sales ManagerConsumer

HR BusinessPartner, BGProfessional

Remuneration received 38 16.61 11.96 14.93

Qualifications B.E, MBA M.B.A M.B.A M.B.A


Date of commencement of employment (A) 22/04/2015 (B) 22/04/2015 (C) 22/04/2015 (D) 22/04/2015


Last employment held by the employee Bosch N.A.G I B L I T EELECTRICALSLTD;

Bharti Airtel












Bharti Airtel

Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [Abstract] Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [LineItems]












Bharti Airtel


(B) Date of Commencement of employment in the Group is15/10/1984

(C) Date of Commencement of employment in the Group is12/01/1995

(D) Date of Commencement of employment in the Group is01/04/2013

12


Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing directoror wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares ofcompany [Table]

..(2)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed throughout the financial year of a part was in receipt of aggregate

remuneration in excess of managing director or wholetime director or manager and holdsby himself along with spouse and children not less than two percent of equity shares of

company [Axis]

Employee 5[Member]

Employee 6[Member]

Employee 7[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

Designation of employee Business LeaderSupply ChainManager

Market TaxManager

Remuneration received 13.57 12.96 13.01

Qualifications M.S. PGD in IE C.A.

Experience 25 22 27

Date of commencement of employment (A) 22/04/2015 (B) 22/04/2015 (C) 22/04/2015

Age in Years [pure] 48 [pure] 48 [pure] 55

Last employment held by the employee OSRAM INDIAPepsiCo IndiaHolding PrivateLimited

N O R T E LNETWORK INDIAPVT LTD


Market TaxManager



Experience 25 22 27





Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [Abstract] Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [LineItems]


Market TaxManager



Experience 25 22 27





Footnotes (A) Date of Commencement of employment in the Group is29/01/2010

(B) Date of Commencement of employment in the Group is17/10/2014

(C) Date of Commencement of employment in the Group is02/05/2007

13


Top ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not less than one croreand two lakh rupees [Table]

..(1)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed throughout the financial year was in receipt of

remuneration in aggregate for that year not less than one crore andtwo lakh rupees [Axis]

Employee 1[Member]

Employee 2[Member]

Employee 3[Member]

Employee 4[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Top ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not less than one crore and two lakh rupees [Abstract] Top ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not less than one crore and two lakh rupees [Line items]

Designation of employee Market TaxManager


Business Leader MD & CEO


Qualifications C.A. M.B.A M.S. MBA




Last employment held by the employee N O R T E LNETWORK INDIAPVT LTD

N.A. OSRAM INDIAWHIRLPOOLCORP
























(D) Date of Commencement of employment in the Group is 05/09/2011

14



..(2)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed throughout the financial year was in receipt of

remuneration in aggregate for that year not less than one crore andtwo lakh rupees [Axis]

Employee 5[Member]

Employee 6[Member]

Employee 7[Member]

Employee 8[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to


Designation of employee Sales ManagerConsumer


WTD & MarketingManager

Supply ChainManager

Remuneration received 11.96 14.93 15.33 12.96

Qualifications M.B.A M.B.A M.B.A PGD in IE




Last employment held by the employee G I B L I T EELECTRICALSLTD;

Bharti AirtelMind benderSolutions PrivateLimited

PepsiCo IndiaHolding PrivateLimited




Supply ChainManager












Supply ChainManager












(D) Date of Commencement of employment in the Group is 17/10/2014

15



..(3)

Unless otherwise specified, all monetary values are in Millions of INRTop ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not

less than one crore and two lakh rupees [Axis]Employee 9[Member]

Employee 10[Member]

01/04/2017 to

31/03/2018

01/04/2017 to


Designation of employee B u s i n e s sTransformationManager

HR BusinessPartner

Remuneration received 17.35 10.35

Qualifications MBA M.B.A

Experience 20 19

Date of commencement of employment (A) 22/04/2015 01/03/2017

Age in Years [pure] 56 [pure] 41

Last employment held by the employee CK Birla HealthcareLtd

Philips India PvtLtd


HR BusinessPartner



Experience 20 19






HR BusinessPartner



Experience 20 19






16


Details of shareholding pattern of top 10 shareholders [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRName of top 10 shareholder [Axis] Top 1 shareholder [Member]

Change in shareholding [Axis] Shareholding [Member] Shareholding at beginning of year[Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017





Increase decrease in shareholding during year [shares] 0

Percentage increase decrease in shareholding during year

0.00%



0.10% 0.10% 0.10% 0.10%

Details of shareholding pattern of top 10 shareholders [Abstract] Details of shareholding pattern of top 10 shareholders [LineItems] Name of shareholder PAYAL BHANSHALI PAYAL BHANSHALI



0.00%





0.00%



0.10% 0.10% 0.10% 0.10%

17




Name of top 10 shareholder [Axis] Top 1 shareholder[Member]

Top 2 shareholder [Member]

Change in shareholding [Axis]

Cumulativeshareholdingduring year[Member]

Shareholding [Member]Shareholding at

beginning of year[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/2018

Total number of shares held at end of period [shares] 0 [shares] 27,350[shares]27,350

[shares] 27,350

Percentage of total shares held at end of period 0.05% 0.05% 0.05%


[shares] 27,350


Increase decrease in shareholding during year [shares] 0 [shares] 0


0.00% 0.00%


[shares] 27,350


0.05% 0.05% 0.05%

Details of shareholding pattern of top 10 shareholders [Abstract] Details of shareholding pattern of top 10 shareholders [LineItems]

Name of shareholder P A Y A LBHANSHALI

VALLABH ROOPCHANDBHANSHALI

VALLABHROOPCHANDBHANSHALI



0.00% 0.00%


[shares] 27,350




0.00% 0.00%


[shares] 27,350


0.05% 0.05% 0.05%

18



Unless otherwise specified, all monetary values are in Millions of INRName of top 10 shareholder [Axis] Top 2 shareholder [Member] Top 3 shareholder [Member]

Change in shareholding [Axis]Shareholding at



Shareholding [Member]

31/03/201701/04/2017

to 31/03/2018

01/04/2017 to

31/03/201831/03/2017

Total number of shares held at end of period [shares] 27,350 [shares] 0 [shares] 18,625 [shares] 14,797




Increase decrease in shareholding during year [shares] 0 [shares] 3,828


0.00% 0.00%



0.05% 0.03% 0.03%


Name of shareholder VALLABHROOPCHANDBHANSHALI

AJAY KUMAR



0.00% 0.00%





0.00% 0.00%



0.05% 0.03% 0.03%

19




Name of top 10 shareholder [Axis] Top 3 shareholder [Member] Top 4 shareholder[Member]

Change in shareholding [Axis] Shareholding at beginning of year[Member]


Shareholding[Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Total number of shares held at end of period [shares] 14,797 [shares] 14,797 [shares] 3,828 [shares] 17,162




Increase decrease in shareholding during year [shares] 3,828 [shares] 7,563


0.00% 0.01%



0.03% 0.03% 0.00% 0.03%


Name of shareholder AJAY KUMAR AJAY KUMARY O G E S HRASIKLAL DOSHI



0.00% 0.01%





0.00% 0.01%



0.03% 0.03% 0.00% 0.03%

20




Change in shareholding [Axis] Shareholding[Member]

Shareholding at beginning of year[Member]


31/03/201701/04/2017

to 31/03/2018

31/03/201701/04/2017

to 31/03/2018

Total number of shares held at end of period [shares] 9,599 [shares] 9,599[shares]

9,599[shares] 7,563



9,599[shares] 7,563


Increase decrease in shareholding during year [shares] 7,563


0.01%


9,599[shares] 7,563


0.02% 0.02% 0.02% 0.01%


Name of shareholder YOGESH RASIKLALDOSHI

Y O G E S HRASIKLAL DOSHI



0.01%


9,599[shares] 7,563




0.01%


9,599[shares] 7,563


0.02% 0.02% 0.02% 0.01%

21





01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017







0.01%



0.03% 0.02% 0.02% 0.02%

Details of shareholding pattern of top 10 shareholders [Abstract] Details of shareholding pattern of top 10 shareholders [LineItems] Name of shareholder PUNIT KUMAR PUNIT KUMAR



0.01%





0.01%



0.03% 0.02% 0.02% 0.02%

22










01/04/2017 to

31/03/2018

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/2018 Total number of shares held at end of period [shares] 4,603 [shares] 13,600 [shares] 13,600 [shares] 13,600




Increase decrease in shareholding during year [shares] 4,603 [shares] 0


0.01% 0.00%



0.01% 0.02% 0.02% 0.02%

Details of shareholding pattern of top 10 shareholders [Abstract] Details of shareholding pattern of top 10 shareholders [LineItems] Name of shareholder PUNIT KUMAR SURESH GUPTA SURESH GUPTA



0.01% 0.00%





0.01% 0.00%



0.01% 0.02% 0.02% 0.02%

23



Unless otherwise specified, all monetary values are in Millions of INRName of top 10 shareholder [Axis] Top 6 shareholder [Member] Top 7 shareholder [Member]




Shareholding [Member]

31/03/201701/04/2017

to 31/03/2018

01/04/2017 to

31/03/201831/03/2017







0.00% 0.00%



0.02% 0.00% 0.02% 0.02%


Name of shareholder SURESH GUPTAAMISH NARENDRASHAH



0.00% 0.00%





0.00% 0.00%



0.02% 0.00% 0.02% 0.02%

24




Name of top 10 shareholder [Axis] Top 7 shareholder [Member] Top 8 shareholder[Member]

Change in shareholding [Axis] Shareholding at beginning of year[Member]


Shareholding[Member]

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Total number of shares held at end of period [shares] 10,276 [shares] 10,276 [shares] 0 [shares] 10,000


Total number of shares held at end of period [shares] 10,276 [shares] 10,276 [shares] 0 [shares] 10,000




0.00% 0.00%



0.02% 0.02% 0.00% 0.02%


Name of shareholder AMISH NARENDRASHAH

A M I S HNARENDRASHAH

HINA KIRTIDOSHI



0.00% 0.00%





0.00% 0.00%



0.02% 0.02% 0.00% 0.02%

25




Change in shareholding [Axis] Shareholding[Member]

Shareholding at beginning of year[Member]


31/03/201701/04/2017

to 31/03/2018

31/03/201701/04/2017

to 31/03/2018

Total number of shares held at end of period [shares] 10,000 [shares] 10,000 [shares] 10,000 [shares] 0






0.00%



0.02% 0.02% 0.02% 0.00%


Name of shareholder HINA KIRTI DOSHIHINA KIRTIDOSHI



0.00%





0.00%



0.02% 0.02% 0.02% 0.00%

26





01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/201831/03/2017

Total number of shares held at end of period [shares] 10,000[shares]10,000

[shares] 10,000[shares]10,000







0.00%




0.02% 0.02% 0.02% 0.02%


Name of shareholder HITESH SHANTILALMEHTA

HITESH SHANTILALMEHTA



0.00%






0.00%




0.02% 0.02% 0.02% 0.02%

27










01/04/2017 to

31/03/2018

01/04/2017 to

31/03/201831/03/2017

01/04/2017 to

31/03/2018 Total number of shares held at end of period [shares] 0 [shares] 9,300 [shares] 9,300 [shares] 9,300


Total number of shares held at end of period [shares] 0 [shares] 9,300 [shares] 9,300 [shares] 9,300




0.00% 0.00%



0.00% 0.02% 0.02% 0.02%


Name of shareholder H I T E S HSHANTILALMEHTA

SUSHILA NAYYARS U S H I L ANAYYAR



0.00% 0.00%





0.00% 0.00%



0.00% 0.02% 0.02% 0.02%






31/03/201701/04/2017

to 31/03/2018

Total number of shares held at end of period [shares] 9,300 [shares] 0

Percentage of total shares held at end of period 0.02% 0.00%




Percentage increase decrease in shareholding during year 0.00%




Name of shareholder S U S H I L ANAYYAR









28



to 31/03/2018

Disclosure in board of directors report explanatory [TextBlock] Textual information (1) [See below]

Description of state of companies affair Textual information (2) [See below]

Disclosure relating to amounts if any which is proposed to carry to any reserves

During the year under review no amount has been transferred to General Reserve.

Disclosures relating to amount recommended to be paid as dividend Textual information (3) [See below]

Details regarding energy conservation Textual information (4) [See below]

Steps taken or impact on conservation of energy [Text block] Textual information (5) [See below]

Steps taken by the company for utilising alternate sources of energy [Text block]

Textual information (6) [See below]

Details regarding technology absorption Textual information (7) [See below]

Efforts made towards technology absorption [Text block]

I m b i b i n g a s t r o n g capability in connected l i gh t ing / sys t em & s e r v i c e s , a d d i n g fea tu res re la ted to customer interface and

connectivity

Benefits derived regarding technology absorption

Improvement in product quality, cost reduction, product development and i m p o r t substitution

Details regarding foreign exchange earnings and outgo

During the year total i n f l o w i n f o r e i g n exchange was Rs. 2,546.49 M i l l i o n a n d t o t a l ou t f lows in fore ign exchange was Rs. 6,769.97 M i l l i o n

Disclosures in director’s responsibility statement Textual information (8) [See below]

Details of material changes and commitment occurred during period affecting financial position of company


Particulars of loans guarantee investment under section 186 [TextBlock] Textual information (10) [See below]

Particulars of contracts/arrangements with related parties under section 188(1) [TextBlock]


Details of contracts/arrangements/transactions not at arm's length basis [Abstract] Whether there are contracts/arrangements/transactions not at arm's length basis

No

Details of material contracts/arrangements/transactions at arm's length basis [Abstract] Whether there are material contracts/arrangements/transactions at arm's length basis

Yes

Details of statement indicating manner in which formal annual evaluation made by board of its performance and of its committees and individual directors [TextBlock]


Date of board of directors' meeting in which board's report referred to under section 134 was approved

29/06/2018

Disclosure of extract of annual return as provided under section 92(3) [TextBlock]


Details of principal business activities contributing 10% or more of total turnover of company [Abstract] Particulars of holding, subsidiary and associate companies [Abstract]

Name of company PHILIPS LIGHTING INDIA LIMITED

Details of shareholding pattern [Abstract] Details of shareholding of promoters [Abstract] Details of change in promoters shareholding [TextBlock] Details of change in promoters’ shareholding [Abstract] Details of shareholding pattern of top 10 shareholders [Abstract]

29


Details of shareholding pattern of directors and key managerial personnel [TextBlock] Details of shareholding pattern of directors and key managerial personnel [Abstract] Details of indebtedness of company [Abstract] Changes in indebtedness [Abstract] Disclosure of statement on declaration given by independent directors under section 149(6) [TextBlock]


Disclosure for companies covered under section 178(1) on directors appointment and remuneration including other matters provided under section 178(3) [TextBlock]


Disclosure of statement on development and implementation of risk management policy [TextBlock]


Details on policy development and implementation by company on corporate social responsibility initiatives taken during year [TextBlock]


Report on highlights on performance of subsidiaries, associates and joint venture companies and their contribution to overall performance of the companies during the period under report [TextBlock]


Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock]

Disclosure of financial summary or highlights [TextBlock] Textual information (19) [See below]

Disclosure of change in nature of business [TextBlock]

No Change in Nature of

Business

Details of directors or key managerial personnels who were appointed or have resigned during year [TextBlock]


Disclosure of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during year [TextBlock]

NA

Details relating to deposits covered under chapter v of companies act [TextBlock]


Details of deposits which are not in compliance with requirements of chapter v of act [TextBlock]


Details of significant and material orders passed by regulators or courts or tribunals impacting going concern status and company’s operations in future [TextBlock]


Details regarding adequacy of internal financial controls with reference to financial statements [TextBlock]


Disclosure of contents of corporate social responsibility policy [TextBlock]


Disclosure of reasons if company fails to spend prescribed amount on CSR Others

Disclosure of other reasons if company fails to spend prescribed amount on CSR


Disclosure of appointment and remuneration of director or managerial personnel if any, in the financial year [TextBlock]


Details of remuneration of director or managerial personnel [Abstract] Top ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not less than one crore and two lakh rupees [Text block] Top ten employed throughout the financial year was in receipt of remuneration in aggregate for that year not less than one crore and two lakh rupees [Abstract] Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [TextBlock] Top ten employed for a part of financial year, at the rate in aggregate was not less than eight lakh and fifty thousand rupees per month [Abstract] Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [ TextBlock]

30


Top ten employed throughout the financial year of a part was in receipt of aggregate remuneration in excess of managing director or wholetime director or manager and holds by himself along with spouse and children not less than two percent of equity shares of company [Abstract] Disclosure of composition of audit committee and non-acceptance of any recommendation of audit committee along with reasons [TextBlock]


Disclosure of details of establishment of vigil mechanism [TextBlock] Textual information (29) [See below]

Disclosure of policy formulated by nomination and remuneration committee relating to remuneration for directors, key managerial personnels and other employees [TextBlock]


Number of meetings of board [pure] 0

Details of signatories of board report [Abstract] Name of director signing board report [Abstract]

31


Textual information (1)

Disclosure in board of directors report explanatory [Text Block]

DIRECTORS’ REPORT

For the financial year ended 31st March, 2018

Dear Members,

Your Company’s Directors are pleased to present the 3rd Annual Report of the Company, along with the Audited Annual Accounts for thefinancial year ended 31st March, 2018.

FINANCIAL PERFORMANCE:

1.1 RESULTS

INR in Millions

2017-18 2016-17

Revenue from operations (a) 35,128 33,270

Other Income (b) 182 116

Gross Income 35,310 33,386

Profit before tax (PBT) and exceptional items 3,432 1946

PBT and exceptional items (%) 9.8% 5.9%

Exceptional Items (606) (559)

Profit before tax 2,826 1387

Provision for current tax (1,075) (617)

Deferred tax–Release/(Charge) 157 213

32


Profit after tax (PAT) 1,908 983

PAT(%) 5.4% 3.0%

Transfer to General Reserve - -

1.2 FINANCE & ACCOUNTS

This year your company has achieved growth of 5.6% (Previous year 2.9%). Your Company generated an EBIT of Rs. 2,880 Million(Previous year Rs.1,414 Million) and a net cash of Rs. 368 Million (Previous year Rs. 3,555 Million). The Company has not made any majorfund based borrowings in this year and has managed working capital requirements from internal cash generation.

Capital expenditure during the year was Rs. 244 Million (Previous Year Rs. 270 Million) and this expense was incurred towards new plantand machinery and office equipment’s etc.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules, 2014 is furnished in Annexure –I and is attached to this Report.

DIVIDEND:

Your Directors recommend payment of Rs. 20/- (200%) per share as dividend on the fully paid equity shares for the financial year ended 31stMarch, 2018. This will absorb Rs. 1,150 million as dividend and Rs. 237 million as dividend distribution tax.

TRANSFER TO RESERVES:

During the year under review no amount has been transferred to General Reserve.

DEPOSITS:

33


During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

BUSINESS PERFORMANCE:

The lighting industry in India continued to grow this year as well, as the LEDification drive sustained across Consumer, Professional andPublic Lighting, resulting in a decline in Conventional Lighting. The Indian economy witnessed a major regulatory and taxation reform withthe introduction of Goods and Services Tax (GST) regime in July, 2017. The transition to GST created a lot of uncertainty in the Indianbusiness environment and negatively impacted the lighting industry for some months, post its introduction. Despite these hurdles, yourcompany managed to grow across its different business categories.

Conventional lighting is still a large market segment in India, however it is facing a steep decline owing to the growing penetration of LEDlighting that is now available at much lower prices compared to previous years. However, your Company continued to increase market sharein this declining category.

LEDification gathered significant momentum, especially across professional and public segments, as awareness about the benefits of usingLED’s increased amongst users. Increased consciousness about the environment prompted several government and public infrastructurebuildings to switch to LED lighting. As a result, the LED business share of the overall lighting business increased to 73% from 55.3% in theprevious year.

Professional Lighting Solutions witnessed a spectacular growth of 38.8%, driven by several large orders from public and privateestablishments. Your company won projects to light up prestigious government buildings including the Rashtrapati Bhavan, North and SouthBlock buildings of Central Secretariat and India Gate, amongst many others. The company’s LED contribution in Professional LightingSolutions business now stands at 93.3% compared to 74.0% for the similar period in previous financial year, reflecting the increasingpreference for LED lighting.

The Home lighting business recorded a growth of 5.4% during the financial year 2017-18. The continuous expansion of the company’sproduct portfolio in the LED downlighter segment made this growth possible, as the category continued to grow across homes and smallcommercial establishments in India.

Focused marketing activities and investments in advertising and promotions have aided the company’s growth. Your Company’s advertisingcampaigns during the year focused on the LED portfolio and enabled an increase in both market share and brand recall.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OFTHE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year towhich the financial statements relate and as on the date of this report.

34


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company’s operations in future.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary/ Joint Venture/Associate Company hence details of financial performance of Subsidiary/ JointVenture/Associate Company is not required to be attached to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, and Mr. Bidhu Bhusan Mohanty, Whole-time Director & Chief Financial Officer and Mr.Harshavardhan Madhav Chitale, Vice-Chairman, Managing Director & Chief Executive Officer, have resigned from the Board with effectfrom 30th June, 2017 and 31st August, 2017 respectively. Your Directors also recorded their appreciation of the valuable contributions madeby Mr. Chitale and Mr. Mohanty to the Board’s deliberations and proceedings during their terms on the Board.

Further, Mr. Mohanty also resigned from the position of Chief Financial Officer with effect from 31st July, 2017 and Mr. Chitale resignedfrom the position of Chief Executive Office with effect from 31st August, 2017.

Mr. Sumit Padmarkar Joshi, Vice-Chairman, Managing Director and Chief Executive Officer of the Company was appointed as AdditionalDirector of the Company in the Board meeting held on 14th September, 2017. He was also appointed as Managing Director and ChiefExecutive Officer of the Company, in place of Mr. Chitale, with effect from 14th September, 2017. He also assumed the office ofVice-Chairman of the Company, as approved by the Board, pursuant to provisions of the Articles of Association of the Company.Appointment of Mr. Joshi as Director as well as the Managing Director is subject to the Shareholders’ approval at the ensuing Third AnnualGeneral Meeting.

Mr. Dibyendu Raychaudhury, during the year under review, was appointed as Chief Financial Officer, being Key Managerial Personnel, atthe Board meeting held on 21st June, 2017, with effect from 1st August, 2017, in place of Mr. Mohanty.

The Independent Directors on the Board of the Company, namely, Mr. Vinayak K. Deshpande, Mr. P. Uma Shankar and Ms. Vibha PaulRishi were appointed at the First Annual General Meeting of the Company held on 20th December, 2016. All the Independent Directors havegiven declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the opinion ofthe Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and they are independent of themanagement.

Mr. Murali Sivaraman, who was appointed as a Director at the First Annual General Meeting of the Company held on 20th December, 2016,is the Chairman and Non-Executive Director on the Board of the Company. Mr. Sivaraman has recently stepped down from Philips Lighting

35


(S) Pte. Ltd, one of the Philips Lighting Global Group Companies, from the position of President- Growth Markets with effect from 1st July,2018. However, Mr. Sivaraman being a Non-Executive Director will continue as the Chairman of the Board of Directors.

During the financial year under review, Mr. Rothin Bhattacharyya and Mr. Sukanto Aich were appointed as Whole-time Directors, beingKey Managerial Personnel at the Second Annual General Meeting held on 14th September, 2017 pursuant to relevant provisions of theCompanies Act, 2013 and rules made thereunder.

Pursuant to the Articles of Association of the Company, Mr. Aich retires by rotation and being eligible, offers himself for re-appointment.

In current financial year 2018-19, Mr. Rothin Bhattacharyya has tendered his resignation to the Board with effect from 3rd April, 2018, dueto moving into a global role of Business Transformation for Growth Markets within Philips Lighting, which was duly noted by the Board.Your Directors also recorded their appreciation of the valuable contributions made by Mr. Bhattacharyya to the Board’s deliberations andproceedings during his term on the Board.

Structure of the Board of Directors:

· Mr. Murali Sivaraman – Chairman & Director

· Mr. Harshavardhan M. Chitale - Vice-Chairman & Managing Director (till 31st August, 2017)

· Mr. Sumit Padmakar Joshi - Vice-Chairman & Managing Director (w.e.f. 14th September, 2017)

· Mr. Bidhu Bhusan Mohanty - Whole-time Director (till 30th June, 2017)

· Mr. Rothin Bhattacharyya - Whole-time Director (w.e.f. 1st July, 2017 till 3rd April, 2018)

· Mr. Sukanto Aich - Whole-time Director (w.e.f. 1st July, 2017)

· Mr. P. Uma Shankar - Independent Director

· Ms. Vibha Paul Rishi - Independent Director

· Mr. Vinayak K. Deshpande - Independent Director

Structure of the Key Managerial Personnel:

· Mr. Harshavardhan Madhav Chitale – Chief Executive Officer (till 31st August, 2017)

· Mr. Sumit Padmakar Joshi - Chief Executive Officer (w.e.f. 14th September, 2017)

· Mr. Rothin Bhattacharyya - Whole-time Director ((w.e.f. 1st July, 2017 till 3rd April, 2018)


36


· Mr. Bidhu Bhusan Mohanty - Chief Financial Officer (till 31st July, 2017)

· Mr. Dibyendu Raychaudhury - Chief Financial Officer (w.e.f. 1st August, 2017)

· Mr. Nitin Mittal – Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirmingthat they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with the Schedules and Rulesissued thereunder.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

Meetings of the Board were held five (5) times during the financial year 2017-18. For further details of the number and dates of meetings ofthe Board and Committees thereof held during the financial year 2017-18 indicating the number of Meetings attended by each Director,please refer to the Annexure II, which forms part of this Report.

BOARD EVALUATION:

In terms of the Nomination and Remuneration Committee Charter of the Company, duly approved by the Board pursuant to the provisions ofthe Companies Act, 2013, the Nomination and Remuneration Committee has prepared and approved a “Policy for Evaluation of thePerformance of the Board of Directors”, which was further adopted by the Board, to formally evaluate the effectiveness of the Board, itsCommittees along with performance evaluation of each Director to be carried out on an annual basis.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year2017-18 on the basis of a structured questionnaire survey.

The Nomination and Remuneration Committee also prepared structured questionnaires to evaluate the performance of the Board as a whole,individual performance of each Director and self – assessment carried out by the Directors.

These evaluation forms with respect to the evaluation of the performance of the Directors were based on various aspects which, inter alia,included assessment of the level of participation, understanding of the role and responsibilities, understanding of the business andcompetitive environment, effectiveness of the contributions made during the Board meetings, understanding of the strategic issues andchallenges for your Company etc. In assessing the overall performance of the Board, the parameters included the assessment of time devotedby the Board on the Company’s long term goals and strategies, Board effectiveness, quality of discussions at the meetings of the Board, timespent and quality of discussions on key subjects like risk assessment and minimization, succession planning, discharging fiduciary andgovernance duties and performance of specific duties.

37


The questionnaires for assessing the performance of the Committees of the Board included aspects like understanding of the terms ofreference by the Committee members, adequacy of the composition of the Committees, effectiveness of the discussions at the Committeemeetings, performance of the Committee etc.

The Chairman of the Nomination and Remuneration Committee plays a vital role in undertaking the evaluation of the Directors. TheNomination and Remuneration Committee discussed on the evaluation mechanism, outcome and the feedback received from the Directors.The Independent Directors at their meeting also discussed the performance of the Non-Independent Directors including the Chairman of theBoard.

Your Board of Directors had discussed and analyzed its own performance, Board as whole, during the year, evaluated the IndependentDirectors pursuant provisions of Schedule IV of the Companies Act, 2013 and also reviewed the performance evaluation reports of variouscommittees. Thereafter, the Board finally noted the overall feedback on the performance of the Directors and the Board as a whole and itsCommittees.

The overall outcome of this exercise to evaluate effectiveness of the Board and its Committees was positive and members of the Boardexpressed their satisfaction.

COMMITTEES OF THE BOARD:

14.1. AUDIT COMMITTEE:

The Board had set up a qualified Audit Committee pursuant to section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules, 2014, with effect from 27th April, 2016, comprising of the following members:

1 Mr. P. Uma Shankar Independent Director Chairman

2 Mr. Murali Sivaraman Director Member

3 Mr. Vinayak K Deshpande Independent Director Member

Mr. Nitin Mittal acts as Secretary to the Committee.

The Audit Committee of the Board has formulated an Audit Committee Charter of the Company, which was approved by the Board. As perthe Charter, the Committee is responsible for monitoring and providing an effective supervision of the management`s financial reporting, toensure accurate and timely disclosures, with highest levels of transparency, recommending the appointment, re-appointment, remunerationand terms of appointment of auditors and approval of payment for any other services rendered by statutory auditors; reviewing the annualfinancial statements before submission to the Board for approval.

38


The powers of Audit Committee include investigating any activity within its terms of reference as specified by the Board and seekinginformation from any employee, obtain professional advice from external sources and have full access to the information contained in therecords of the Company, approval or any subsequent modification of any transactions of the Company with related parties; review andmonitor the auditor’s independence and performance and effectiveness of audit process; scrutiny of inter corporate loans and investments.

The Audit Committee also mandatorily reviews information such as internal audit reports related to internal control weakness and analysis offinancial condition and results of operations.

The Vigil Mechanism Policy was also formulated by the Audit Committee, which details form part of this Report.

For the details of the number and dates of meetings of the Committee held during the financial year indicating the number of Meetingsattended by each member thereof, please refer to the Annexure II, which forms part of this Report.

14.2. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Your Company had constituted the CSR Committee pursuant to section 135 of the Companies Act 2013, with effect from 27th April, 2016.The composition of the CSR Committee is in alignment with provisions of Section 135 of the Companies Act, 2013.

During the year under review, the Committee was re-constituted on 14th September, 2017, on appointment of Mr. Sumit Padmakar Joshi inplace of Mr. Harshavardhan M. Chitale. Further in the current financial year 2018-19, the Committee was again reconstituted by inductingMr. Sukanto Aich as a new member on 29th June, 2018. Presently the Committee consists of the following members:

1 Ms. Vibha P. Rishi Independent Director Chairman

2 Mr. P. Uma Shankar Independent Director Member

3 Mr. Sukanto Aich Whole-time Director Member

4 Mr. Sumit Padmakar Joshi Managing Director Member


The Committee was setup to oversee the corporate social responsibility activities for the consideration and recommendation of theCommittee. The Committee adopted a Corporate Social Responsibility (CSR) Policy and its Charter to discharge the role of Corporate Social

39


Responsibility Committee as envisaged under Section 135 of the Companies Act, 2013 which includes formulating and recommending to theBoard the activities to be undertaken by the Company as per Schedule VII to the Companies Act, 2013 and the amount of expenditure to beincurred on the same.

The CSR Policy along with its Charter is also available on your Company’s website (www.lighting.philips.co.in).

Your Company was engaged in Corporate Social Responsibility (CSR) initiatives in various fields, during the year 2017-18, the details ofwhich are set out in Annual Corporate Social Responsibility report attached as Annexure III to the Board’s report.


14.3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was set by the Board of Directors in its meeting held on 27th April, 2016 under the provisions ofsection 178 of the Companies Act 2013.

During the financial year under review, the Committee was re-constituted on 21st June, 2017, on appointment of Mr. Rothin Bhattacharyyain place of Mr. Bidhu Bhusan Mohanty. It was further re-constituted again on 14th September, 2017, on appointment of Mr. Sumit PadmakarJoshi in place of Mr. Harshavardhan M. Chitale. In the current financial year 2018-19, Mr. Bhattacharya resigned from the Board w.e.f. 3rdApril, 2018 and accordingly he ceased to be member of the Committee. Presently, the Committee consists of the following members:

1 Mr. Vinayak K. Deshpande Independent Director Chairman




The Stakeholders Relationship Committee adopted a Stakeholders Relationship Charter. The Committee oversees, inter-alia, redressal ofshareholder and investor grievances related matters.

40



14.4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was constituted by the Board of Directors at its meeting held on 27th April, 2016 as persection 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. TheCommittee comprises the following members:

During the year under review, the Committee was re-constituted on 14th September, 2017, on appointment of Mr. Sumit Padmakar Joshi inplace of Mr. Harshavardhan M. Chitale and presently it consists of the following members:

1 Ms. Vibha Paul Rishi Independent Director Chairman




5 Mr. Vinayak K. Deshpande Independent Director Member


The Nomination and Remuneration Committee has adopted a Nomination and Remuneration Committee Policy, duly approved by the Board.The role of the Committee is governed by its Charter and its composition is in compliance with the provisions of Section 178 of theCompanies Act, 2013.

The broad objectives of the Committee as per the Policy are as under:

· To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

· Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Boarda policy relating to the remuneration of Directors, key managerial personnel and other employees.

41


· Formulation of criteria for evaluation of Independent Director and the Board.

· To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of theBoard.

· To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

· To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication andachievement relating to the Company’s operations.

· To assist the Board in fulfilling responsibilities.

· To implement and monitor policies and processes regarding principles of corporate governance.

The Nomination and Remuneration Policy for appointment and removal of Director, KMP and Senior Management provides that theCommittee shall identify and ascertain the ethical standards of integrity, qualification, expertise and experience of the person for appointmentas Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment. It further provides thecriteria for appointment and remuneration including determination of qualifications, positive attributes, independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act, 2013.

A Policy for remunerating Directors/ KMPs/ Senior Management Personnel was also set up, which provides the level and composition ofremuneration to be paid to the Managing Director, Whole-Time Director(s), Non-Executive Director(s), KMP’s, Senior ManagementPersonnel and other employees shall be reasonable and sufficient to attract, retain and motivate directors, KMP’s, Senior Management andother employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clearand meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Committee has also formulated a “Policy for Evaluation of the Performance of the Board of Directors”,to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out onan annual basis.

The Nomination and Remuneration Policy of the Company is also available on your Company’s website (www.lighting.philips.co.in).


14.5. BANKING AND OTHER OPERATIONS COMMITTEE:

Your Company had constituted the Banking and Other Operations Committee with effect from 27th April, 2016, for taking certain decisions

42


on behalf of the Board during the intervening period between two Board Meetings on routine matters including those which have beendelegated by Board under the provisions of the Companies Act, 2013 and also the matters on which decisions were required to be madeurgently other than those which are specifically reserved to be approved by the Board under the Companies Act, 2013 or any other applicablelaw.

During the financial year under review, the Committee was re-constituted on 21st June, 2017, on appointment of Mr. Rothin Bhattacharyyaand Mr. Sukanto Aich in place of Mr. Bidhu Bhusan Mohanty. Further it was re-constituted again on 14th September, 2017, on appointmentof Mr. Sumit Padmakar Joshi in place of Mr. Harshavardhan M. Chitale. In the current financial year 2018-19, Mr. Rothin Bhattacharyaresigned from the Board w.e.f. 3rd April, 2018 and accordingly he ceased to be member of the Committee as well. Presently, the Committeeconsists of the following members:

1 Mr. Sumit Padmakar Joshi Managing Director Chairman



The broad terms of reference of the Banking and Other Operations Committee include opening and closure of bank account(s), issuance ofinstructions to the Bankers, granting and cancellation of the Power of Attorney, granting authorizations of execute any documents or appearor represent on behalf of the Company before any authority/court/tribunal under direct and indirect tax, civil, criminal laws and otherapplicable laws on the Company, granting authorization to execute documents pertaining to tenders, leave & license and other relevantagreements, approving the transfer, transmission of shares, dematerialization of shares, rematerialization of shares, issuance of duplicateshare certificate(s), split, consolidation of share(s) and other matters related thereto and any other matter which the Committee deems fit andwhich is not reserved to be approved by the Board under the Companies Act, 2013 or any other applicable law.


VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors hasformulated a Vigil Mechanism/Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act,2013.

Your Company has established a proper mechanism, under the above Policy, for directors and employees to report genuine concern. Adisclosure should be made in writing or can log a complaint on GBP Hotline number. Letters can be submitted by hand, courier, or by post,addressed or Email to the GBP Compliance Officer/Investigation Officer appointed by Philips Lighting. All reported violations whetheractual or potential are reviewed by the Country Compliance Officer. He reports all violations to the Philips Fraud Investigation andCompliance Service Committee (FICS) team and depending upon the severity of the allegation it may be decided to engage investigator ininvestigating the complaint.

43


Any kind of complaint may also be submitted directly to the Chairperson of the Audit Committee of Philips Lighting India Limited at hisemail ID.

The Whistle Blower Policy is also available on your Company’s website (www.lighting.philips.co.in).

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March,2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 isannexed to this report as Annexure III.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

Your Company is committed to ensure that its operations are carried out within a well-defined internal control framework, good governance,robust systems and processes, a vigilant finance function and an independent Internal Audit function are the foundations of the internalcontrol systems. Your Company has the Audit Committee in place and the Audit Committee devises robust Internal Control System andEnterprise Risk Management for the Company.

Through our internal audit processes at all levels, both the adequacy and effectiveness of internal controls across various businesses andcompliance with laid-down systems and policies are being regularly monitored. A trained internal audit team is periodically validating themajor IT-enabled business applications for their integration, control and quality of functionality.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

As we transition and grow as a standalone company, we took the next step forward to show our intention towards changing the companyname to Signify. The choice of your new company name originates from the way light has become an intelligent language, which connectsand conveys meaning. It is a clear expression of the strategic vision and purpose to unlock the extraordinary potential of light for brighterlives and a better world.

The renaming of your company is the next logical step in the transformation journey since we became a standalone company in 2016 and willmark another milestone in our rich history extending back more than 125 years. With the company name change, we have the opportunity tointroduce a new corporate look and feel that is unique and will serve to further unite the 32,000 global employees and distinguish them fromthe competition. Importantly, we will continue to use the Philips brand, the most trusted lighting brand in the world, under a brand licensingagreement with Royal Philips.

The word 'Signify' is a real and powerful word, full of positive connotations: ‘to be a sign-off’, ‘to convey meaning’ and ‘to be ofimportance’. It underlines that light is our signature as the world leader in lighting and lighting for the Internet of Things. As we transition asa standalone company, we had the distinct opportunity to define who we are and what makes us special and differentiates us from ourcompetitors. Your company, therefore launched the Employer Value Proposition statement highlighting what differentiates us as anorganization. The objective of the Employer Value Proposition statement is to provide all employees with a common guiding principle aboutwhat it means to ‘Be More’ at the organization. The EVP as defined in the statement is:

44


a) Be on a Mission: This Value proposition caters to the need of an individual to do meaningful things, to be execution focused and have awinning spirit

b) Be What’s Next: Covers growth and development. The need to be better than earlier. To create a new version of themselves.

c) Be New: The desire to innovate and bring in a change. To do something that lasts

d) Be Yourself: Increasingly, people want to work the way they live. This provides flexibility, autonomy and an embracing culture

The EVP statement underpins HR practices and processes across that of HR namely - Talent Acquisition, Learning & Talent Development,Total Rewards and Industrial & Employee relations. This year, there has been a continued focus on offering innovative programs andsolutions to employees across the four EVP pillars.

Talent Acquisition

To build high brand recall amongst critical talent segments your company actively used the social and launched the Life @ Philips Lightingpage on Facebook and Life @ Lighting India account on Twitter. Your company also actively engaged with Premiere B-Schools throughLeadership Programs for New Hires – Business Leadership Program (BLP). We continued with the Back in the Game (BIG) program – anopportunity to provide a second chance to women on sabbatical to come back to the mainstream work. We also encouraged internal talent totake on diverse and bigger roles in both domestic and international markets through internal marketplace called “Opportunity Knocks”. Themost effective and efficient way to hire the right talent externally has been through Employee Referrals.

As part of talent pipelining initiatives, we reformed the entry level sales trainee pipeline program and reinvigorated talent at the frontlines ofthe organization. While we scouted for talent at the frontline we also initiated internship program for Bangalore Innovation Centre which actsas a breeding ground for good technical talent who are absorbed into the company through the mode of internship opportunities.

For new members in the Philips Lighting family we introduced ‘First Impressions’ program. This program enables to induct the new joinersin both the Lighting business environment as well as helps them transition to their new role smoothly by providing the right tools toaccelerate at our organization. Subject matter experts run various sessions during the induction program which enable the new joiners to startunderstanding the business and give their best at their professional roles.

Learning & Talent Development

Your company’s talent process focuses on identifying future leaders, creating structured development journeys and ensuring the right leadersare available to deliver the business agenda. This was done through Organization Talent reviews focused on building strong successionhealth. The process was facilitated through cross functional ‘Talent Councils’ for Innovation and Operations to drive talent movements andreview capability requirements, identify gaps and recommend development interventions. An example was the “India Innovation Hackathonevent” intended to foster collaboration across Lighting Innovation teams and leverage on bottom up idea pool that resulted in close tohundreds of participants, path breaking ideas and best of which will be sponsored by the management team. Sales Leadership DevelopmentCentre (SLDC) was yet another example which helped identify high potential and performing talent amongst sales specialist to grow intomanagerial roles in the organization in sales. This has led to increased investment by your organization in the development of top talent and

45


identifying people in succession for people in larger roles. An initiative for this was the Sales Excellence program for professional salesemployees and LEAD, LEAD+ programs for senior high performing employees. These programs help build their financial acumens by

46


bringing a wider sense of the business and making them future ready for excellent career opportunities within the organization. Also, yourcompany has been a great exporter of talent with increasing number of global movements across Human Resources, Sales & Marketing,Supply Chain, and Business Transformation.

In addition to be a product champion, your company is evolving to become a leader in the space in providing lighting solutions coveringproducts, systems and services across different industry verticals. Therefore, to stay ahead of competition it is imperative that we continue tofocus on building winning capabilities and strong leadership pipeline which is also the mainstay of learning and talent management strategy.To build capability, your company launched the ‘Fit for Future’ initiative to focus on building winning capabilities (both technical andbehavioral) across key job families Professional Sales, Marketing, Supply chain and Innovation & Development. The intervention maximizeslearning through a robust framework comprising of learning on the job (70%), learning from others (20%) and through defined traininginterventions (10%). Several leader led learning initiatives included Customer Focused Selling, Right Value Proposition and Legal &Contracting were organized to ensure that the teams are adequately equipped to perform and succeed in their roles. Your company alsolaunched the P&L Workshop for the Sales team with the aim of building stronger business acumen.

Building people manager capability continued to be a focus this year across the organization. With inputs and discussions with SeniorLeaders, Focused Group discussions with people managers like RSMs and ASMs and team members, a 5-month structured learning journeywas designed known as “Catalyst” – Developing Change Leaders program to build future leaders, capable of meeting tomorrow’s businesschallenges. The key elements of the intervention include face to face workshops, action learning projects and virtual development centers.The program has received outstanding learner engagement score.

Moreover, the mPower app which was till now used to enhance the sales team's product knowledge has evolved to include new features tomake it easier for sales people to be abreast with the current market scenarios and their personal growth in the sales environment. The toolhas also been extended to Channel Partners and their Sales teams.

Total Rewards

Sustaining a culture of recognition continued to be the focus area to engage and motivate employees. Your company continued to strengthenits flagship recognition policy ‘Light-Up’ executed through an online platform. The policy focuses on acknowledging and rewardingemployees who deliver superior performance while demonstrating Philips Lighting’s values and business principles in their way of working.This Rewards and Recognition program is one of a kind in India amongst other Philips Lighting global markets. The program was recognizedas the ‘Best HR project’ across all HR verticals through the Philips Lighting Excellence 2017-18 competition which is held every yearglobally. It emerged as the winner amongst hundreds of entries which were sent for the best HR project category form across the globalmarkets. Your Company also continued the ‘Long Service Awards’ policy to recognize the loyalty and commitment shown by employeesover the years. Salary review cycles & benefits awareness sessions continue as usual.

‘Healthy moves’ was a new intervention aimed to provide better options of health and wellbeing for the employees. We launched theplatform through a fitness app and collaboration with a market leading vendor to provide fitness activities and health interventions for theemployees. Healthy moves program aims to be a proactive mode to be healthy for employees and keep them fit and running both in theirpersonal lives and in the professional environment. Various options to be physically fit and mentally healthy are provided. Guidance oneating healthy and reducing stress to be better at what they do are provided under this program.

Industrial and Employee Relations

47


We continued to strengthen HR services model by creating a simple yet strong platform for employees to access in terms of their HR needsand queries. With the new HR Service Now portal it has become easier for employees to access their data and benefits at a one stop solutionand get queries resolved in a shorter time frame. New functionalities are being developed and piloted before deployment to reduce manualinterventions thereby transforming the face and functionality of HR processes across the organization in India market. The journey indigitalization of the HR function continues to be on track and HR workday aims to be the single source of all employee related data andfurther enhance process efficiency and cost optimization in HR.

Your company’s manufacturing facilities enjoy healthy and cordial Industrial Relations across both the sites, namely Mohali Light Factory(MLF) & Vadodara Light Factory (VLF), and significant productivity improvements were achieved through the assimilation of LeanPhilosophy at both the sites. This was brought about through the incorporation of continuous improvement behavior at shop-floor throughplanned interventions.

Information under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personal) Rules, 2014, forms part of the Board’s Report.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE OUTGO AND TECHNOLOGY ABSORPTION:

Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings ratio and outgo, required to be givenpursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is provided in Annexure IV tothis Report.

ENVIRONMENT, ENERGY, OCCUPATIONAL HEALTH & SAFETY:

The Company’s Mohali Light Factory (MLF) has been actively involved in implementing various activities to improve environment. Totalwaste generated was recycled. E-waste generated is disposed through authorized TSDF. Many energy saving projects were undertaken as perenergy detail sheet. Safety of employees is the foremost concern at MLF and working towards providing a safe and accident free workingenvironment is a culture here. Regular trainings and awareness sessions are carried out on Behaviour Based Safety (BBS), Machine Safetyfor the employees to achieve zero accidents in the factory. National safety Day and World environment day is celebrated every year to spreadawareness on EHS inside the factory.

The Company’s Vadodara Light Factory (VLF), with its focus on the environment and safety issues, has been very well appreciated duringvarious audits done in the year. National Safety and World Environment day are celebrated every year in the plant to spread awareness andsafety culture within the factory. VLF had switched over from liquid mercury to solid mercury in Fluorescent Lamps manufacturing whichresulted in drastic reduction of mercury consumption. Regular training and seminars are conducted on Behaviour Based Safety and Machinesafety to motivate and inculcate behaviour change amongst its employees in pursuit of the Company’s aim of zero accidents at the site. VLFis also actively involved in implementing the Philips Eco-Vision program. During the year, substantial part of the waste generated at VLFwas recycled. E-waste also was disposed through Proper and authorised TSDF-Treatment, Storage and Disposal Facilities.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

48


The particulars of loans given, investments made, guarantees given and securities provided, if any, covered under section 186 of theCompanies Act, 2013 form part of the notes to the financial statements, which form part of the Company’s Annual Report.

RELATED PARTY TRANSACTIONS:

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure V in Form –AOC-2 and the same forms part of this Report.

STATEMENT OF RISK MANAGEMENT:

Risk management forms an integral part of the business planning and review cycle. The Company’s risk management initiatives are designedto overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. Theobjectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and bysafeguarding the integrity of the Company’s financial reporting and its related disclosures like businesses, objectives, revenues, income,assets, liquidity or capital resources. Your Company’s risk management approach is embedded in the areas of corporate governance, PhilipsBusiness Control Framework and Philips General Business Principles.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge confirm that:-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

49


STATUTORY AUDITORS:

The Statutory Auditors, M/s SR Batliboi & Co LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointedpursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Rules made thereunder from the conclusion of theFirst Annual General Meeting upto the conclusion of the Sixth Annual General Meeting to be held after the First Annual General Meeting.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, your Directors have approved the re-appointment of M/s Ravi Sahni& Co., Cost Accountants, having FRN 100193, to conduct the Cost Audit for the year ending 31st March, 2019, at a remuneration of Rs.4,15,000/- (Rupees Four Fifteen Thousand Only) plus applicable tax and out of pocket expenses, subject to the approval of suchremuneration by the members of the Company at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS’ QUALIFICATION:

The Secretarial Audit was carried out by M/s PI & Associates, Company Secretaries for the financial year ended on 31st March, 2018. TheReport given by the Secretarial Auditors is annexed as Annexure VI and forms integral part of this Report. There has been no qualification,reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported anymatter under section 204(3) of the Act read with section 134(3)(f) of the Act and under Section 143 (12) of the Act, therefore no detail isrequired to be disclosed under Section 134 (3) of the Act.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADEBY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There is no qualification, reservation or adverse remarks or disclaimers made by the Auditors in their reports.

PREVENTION, PROHIBITION AND REDRESSAL AGAINST HARASSMENT OF WOMEN EMPLOYMENT:

In order to ensure a safe working environment for all women employees, your Company has a Prevention, Prohibition and Redressal againstSexual Harassment of Women Employees at Workplace Policy in place, adhering with the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and its Rules. Consequently, the Company has set up a Core Complaints RedressalCommittee at the Corporate Office in Gurgaon and Site Complaint Redressal Committees in all branch offices and factories consisting of 2-4members, along with an external member appointed from an NGO or Association, with experience in the field of sexual harassment atworkplace.

The procedure followed by the Committee is as follows - If any incident of sexual harassment occurs, a written complaint is to be filed by thecomplainant with the respective Core/Internal Complaint Redressal Committee or with the Employer within 30 days from the date ofincident, along with its supporting documents and details of the witnesses and evidences. The same will be reported to the CountryCompliance Officer. A copy of the same is forwarded to the respondent within 7 days. The respondent is required to file his reply, along withsupporting documents and details of witnesses in the next 10 days.

50


The Committee attempts to reconcile the written request of the victim or proceed with the inquiry, which is to be completed within 90 days.The inquiry report is issued within 10 days from completion of the inquiry and forwarded to the India Management Team. If the IndiaManagement Team is satisfied with the findings of the Committee, appropriate action is taken on the lines of issuing a warning or sternwarning or even termination of service, within 60 days from the date of receipt of the inquiry report. Necessary face to face trainings andonline courses are provided to all employees.

During the year under review, following activities were conducted under Prevention, Prohibition and Redressal against Sexual Harassment ofWomen Employees at Workplace Policy:

· First, no Sexual harassment complaint was reported to any of the internal Complaint Redressal Committee during the financial year2017-18;

· A workshop conducted for all members of Internal Complaint Redressal Committee.

· Awareness Posters placed in all conspicuous placed including notice board in all offices and factories.

· Awareness messages sent to all employees.

· A clause added in the employee joining kit to adhere to Company Anti-Sexual Harassment workplace.

During the financial year under review no case of any sexual harassment complaint received and there is no pending case.

ACKNOWLEDGMENT:

Your Directors place on record their deep appreciation of the assistance and guidance provided by the Central Government and the StateGovernments, its suppliers, technology providers and all other stakeholders. Your Directors also appreciate the contribution made by theemployees of your Company at all levels.

Your Directors thank the financial institutions and banks associated with your Company for their support as well. Your Directors also thankthe Company’s dealers and its customers for their unstinted commitment and valuable inputs.

Your Directors acknowledge the support received from you as shareholders of the Company.

For and on behalf of the Board of Directors of

PHILIPS LIGHTING INDIA LIMITED

51


SUMIT PADMAKAR JOSHI SUKANTO AICH

Vice-Chairman, Managing Director & CEO Whole-time Director

(DIN: 07018906) (DIN: 02175058)

Place: Gurgaon

Date: 29th June, 2018

52


ANNEXURE -I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN U74900WB2015PLC206100

Registration Date 22/04/2015

Name of the Company PHILIPS LIGHTING INDIA LIMITED

Category/Sub-category of the CompanyPublic Company / Subsidiary of Foreign Company limited byshares

53


Address of the Registered office & contact details

Mangalam Business Center, Block B, 6th Floor,

22, Camac Street, Kolkata – 700016, West Bengal

Tel: 033-66297000, www.lighting.phiIips.co.in

Whether listed company No

Name, Address & contact details of the Registrar & Transfer Agent, ifany.

Karvy Computershare Private Limited

“Karvy Selenium” Tower-B, Plot no.31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad-500 032.

Toll Free number: 18 00 3454 001

Telephone number: +91 040-67162222,

Fax number:+91 040-23420814,

Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / servicesNIC Code of the Product/service

% to total turnover of the company

1. Lighting 2740 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name & Address of the Company CIN/GLN Holding/ Subsidiary/Ass. % Share held Applicable section

1.

Philips Lighting Holding B.V.

High Tech Campus 45, 5656 AE Eindhoven, the Netherlands

N.A. Holding 96.13 2(46)

54


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares heldat the beginning ofthe year

[As on 1st April,2017]

No. of Sharesheld at theend of theyear

[As on 31stMarch, 2018]

%Change

during theyear

Demat Physical Total% ofTotalShares


A. Promoter s

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(1) - - - - - - - - -

(2) Foreign

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

55


c) State Govt(s) - - - - - - - - -

d) Bodies Corp. -55,290,242

55,290,242

96.13 -

55,290,242

55,290,242

96.13

0.00

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(2) -55,290,242

55,290,242

96.13 -

55,290,242

55,290,242

96.13 0.00

Total shareholding of Promoter(A)=(A)(1)+ (A)(2)

-55,290,242

55,290,242

96.13 -

55,290,242

55,290,242

96.13 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds -2,293

2,293

0.00 0 2,293 2,293 0.00 0.00

b) Banks / FI 2,274 8,69510,969

0.02 2,274 8,695 10,969 0.02 0.00

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture CapitalFunds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- 2,274 10,988 13,262 0.02 2,274 10,988 13,262 0.02 0.00

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2. Non-Institutions

a) Bodies Corp. - - - - - - - - -

i) Indian 36,258 13,605 49,863 0.09 37,556 13,157 50,713 0.09 0.00

ii) Overseas - - - - - - - - -

b) Individuals -

i) Individual shareholdersholding nominal share capitalupto Rs. 1 lakh

738,291 1,231,417 1,969,708 3.42 744,073 1,200,742 1,944,815 3.38 (0.04)

ii) Individual shareholdersholding nominal share capital inexcess of Rs 1 lakh

132,723 - 132,723 0.23 158,316 - 158,316 0.28 0.04

c) Others (specify)-

Trust+NBFC17,808 - 17,808 0.03 15,846 - 15,846 0.03 0.00

Foreign Nationals 21 - 21 0.00 21 - 21 0.00 0.00

NRI (REP) 14,165 11,884 26,049 0.05 6,553 11,884 18,437 0,03 (0,01)

NRI (NON-REP) 16,464 1,102 17,566 0.03 24,533 1,057 25,590 0.04 0,01

Sub-total (B)(2):- 955,730 1,258,008 2,213,738 3.85 986,898 1,226,840 2,213,738 3.85 -

Total Public Shareholding(B)=(B)(1)+ (B)(2)

958,004 1,268,996 2,227,000 3.87 989,172 1,238,828 2,227,000 3.87 -

C. Shares held by Custodian forGDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 958,004 56,559,238 57,517,242 100 989,172 56,528,070 57,517,242 100 -

ii) Shareholding Of Promoters-

SN Shareholder’sShareholding at thebeginning of the year

Shareholding at the end ofthe year

% change inshareholding during

57


Name [As on 1st April, 2017] [As on 31st March, 2018] the year

No. ofShares

% of total Sharesof the company

%of Shares Pledged /encumbered to total shares

No. ofShares


% of Shares Pledged /encumbered to total shares

3Philips LightingHolding B.V. 55,290,242 96.13 - 55,290,242 96.13 -

-

TOTAL 55,290,242 96.13 - 55,290,242 96.13 - -

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the beginning of theyear

CumulativeShareholdingduring theyear

No.ofshares

% of total

shares of the

company

No. of shares

% oftotal

shares ofthe

company

1 Philips Lighting Holding B.V.

At the beginning of the year 55,290, 182 96.13 55,290,242 96.13

Date wise Increase / Decrease in Promoters Shareholding duringthe year specifying the reasons for increase / decrease (e.g.allotment /transfer / bonus/ sweat equity etc.):

There is no change in theshareholding pattern of the Promoterduring the financial year 2017-18.

At the end of the year 55,290,242 96.13 - -

iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

S.N.For Each of the Top 10

Shareholders *

Shareholding at thebeginning

of the year

Cumulative Shareholdingduring the

Year

% of total% of total

58


No. ofshares

shares of the

company

No. of shares shares ofthe

company

1 PAYAL BHANSHALI

At the beginning of the year 54,700 0.10 54,700 0.10

Bought during the year - - 54,700 0.10

Sold during the year - - 54,700 0.10

At the end of the year 54,700 0.10 54,700 0.10

2VALLABH ROOPCHANDBHANSHALI





3 AJAY KUMAR


Bought during the year 3,828 0.00 18,625 0.03



4YOGESH RASIKLALDOSHI



59


Sold during the year 885 0.00 17,162 0.03

At the end of the year 17,162 0.03 17,162 003

5 PUNIT KUMAR





6 SURESH GUPTA





7 AMISH NARENDRA SHAH





8 HINA KIRTI DOSHI


60





9 HITESH SHANTILAL MEHTA





10 SUSHILA NAYYAR





v) Shareholding of Directors and Key Managerial Personnel: Not Applicable

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholdingat thebeginning

of the year

CumulativeShareholdingduring the

Year

% of total% oftotal

61


No. ofshares

shares of the

company

No. of shares shares ofthe

company

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying thereasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - -

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amount in Rs. Million)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year#

i) Principal Amount 69.51 - - 69.51

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 69.51 - - 69.51

Change in Indebtedness during the financial year

* Addition 70.79 - - 70.79

* Reduction 42.51 - - 42.51

Net Change 28.28 - - 28.28

Indebtedness at the end of the financial year




62


Total (i+ii+iii) 97.80 - - 97.80

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

(Amount in Rs Million)

SN. Particulars ofRemuneration

Name of MD

/WTD/Manager

TotalAmount

HarshavardhanM. Chitale

(MD)**

Bidhu B.Mohanty

(WTD)**

Sumit P.Joshi(MD)*

RothinBhattacharyya(WTD)*

Sukanto Aich(WTD)*

1 Gross salary

(a) Salary as per provisions containedin section 17(1) of the Income-tax Act,1961

27.33 8.50 20.07 17.34 15.33

88.57

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961

7.09 3.40 1.65 0.06 2.71

14.92

(c) Profits in lieu of salary undersection 17(3) Income- tax Act, 1961

- - - - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4

Commission - as % of profit

- others,specify…

- - - - -

5

Others, pleasespecify

- - - - -

63


Total (A)

34.42 11.90 21.72 17.40 18.04 103.48

Ceiling as perthe Act (10%)

416.61

B. Remuneration to other directors:


SN. Particulars of Remuneration

P. UmaShankar

(ID)

Vibha PaulRishi

(ID)

Vinayak K.Deshpande*

(ID)

MuraliSivaraman

(Director)

TotalAmount

1 Independent Directors

Fee for attending boardcommittee meetings

0.55 0.42 0.50 - 1.47

Commission 1.40 1.40 1.40 - 4.20

Others, please specify - - - - -

Total (1) - - - - -

2 Other Non-Executive Directors


- - - - -

Commission - - - - -


Total (2) - - - - -

64


Total (B)=(1+2) 1.95 1.82 1.90 5.67

Total Managerial Remuneration (A+B)

109.15

Overall Ceiling as per the Act( 10% asper above + 1%)

458.27

* Sitting fees pertaining to Board/Committee meetings held on 6th March, 2018 was paid to Mr. Vinayak K. Deshpande after 31st March,2018.

Note: ‘ID’ refers to Independent Director.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:


SN Particulars ofRemuneration

Key ManagerialPersonnel

Harshavardhan M.Chitale

(CEO)**

BidhuBhusanMohanty

(CFO)**

SumitPadmakarJoshi(CEO)*


Sukanto

Aich

(WTD)*

DibyenduRaychaudhury

(CFO)*

NitinMittal

(CompanySecretary)

Total

1 Gross salary

Information isdisclosed in “PointA” above and formspart of the same.

(a) Salary as perprovisions containedin section 17(1) of theIncome-tax Act, 1961

7.62 6.37 13.99

(b) Value ofperquisites u/s 17(2)Income-tax Act, 1961

0.45 0.03 0.48

(c) Profits in lieu ofsalary under section17(3) Income-tax Act, - - -

65


1961

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % ofprofit

- - -

others,specify…

- - -

5Others, pleasespecify

- - -

Total 8.07 6.40 14.47

*Mr. Bhattacharyya and Mr. Aich were appointed w.e.f. 1st July, 2017 and Mr. Joshi was appointed w.e.f. 14th September, 2017, during thefinancial year 2017-18.

**Mr. Mohanty has resigned w.e.f. 30th June, 2017 and Mr. Chitale has resigned w.e.f. 31st August, 2017, during the financial year 2017-18.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TypeSection of theCompanies Act

Brief Description

Details of Penalty / Punishment/Compounding fees imposed

Authority [RD / NCLT/COURT]

Appeal made,

if any (giveDetails)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

66


B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS INDEFAULT

Penalty - - - - -







(DIN: 07018906) (DIN: 02175058)

Place: Gurgaon


67


68


ANNEXURE - II

Number and dates of Meetings of the Board and Committees held during the financial year indicating the number of Meetings attended byeach Director.

Board of Directors:

During the financial year 2017-18, 5 (five) meetings of the Board of Directors were held on 21st June, 2017, 17th August, 2017, 14thSeptember, 2017, 7th December, 2017 and 6th March, 2018.

Name of the Directors Attendance at the Board meetings Attendance at last AGM

No. of Meetings which Director was entitled to attend No. of Meetings attended

Mr. Murali Sivaraman 5 5 Yes

Mr. Sumit Padmakar Joshi* 3 3 NA

Mr. Harshavardhan Madhav Chitale** 2 1 NA

Mr. Bidhu Bhusan Mohanty** 1 Nil NA

Mr. P. Uma Shankar 5 5 Yes

Ms. Vibha Rishi Paul 5 5 No

Mr. Vinayak K. Deshpande 5 5 Yes

Mr. Rothin Bhattacharyya* 4 2 No

Mr. Sukanto Aich* 4 3 Yes

Audit Committee:

During the financial year 2017-18, 4 (four) meetings of the Audit Committee were held on 21st June, 2017, 14th September, 2017, 7thDecember, 2017 and 6th March, 2018.

Name of members Nature of membership Attendance at the Audit Committee meetings


69


Mr. P. Uma Shankar Chairman 4 4

Mr. Murali Sivaraman Member 4 4

Mr. Vinayak K. Deshpande Member 4 4

Nomination and Remuneration Committee:

During the financial year 2017-18, 5 (five) meetings of the Nomination and Remuneration Committee were held on 21st June, 2017, 20thJuly, 2017, 17th August, 2017, 14th September, 2017 and 6th March, 2018.

Name of members Nature of membership Attendance at the NRC meetings


Ms. Vibha Rishi Paul Chairperson 5 4

Mr. Sumit Padmakar Joshi* Member 2 2

Mr. Harshavardhan Madhav Chitale** Member 3 2

Mr. P. Uma Shankar Member 5 5



Corporate Social Responsibility Committee:

During the financial year 2017-18, 3 (three) meetings of the Corporate Social Responsibility Committee were held on 21st June, 2017, 7thDecember, 2017 and 6th March, 2018.

Name of members Nature of membership Attendance at the CSR Committee meetings


Ms. Vibha Rishi Paul Chairperson 3 3

Mr. Harshavardhan Madhav Chitale** Member 1 1

Mr. P. Uma Shankar Member 3 3

70



Stakeholders Relationship Committee:

During the financial year 2017-18, 1 (one) meetings of the Stakeholders Relationship Committee was held on 7th December, 2017.

Name of members Nature of membership Attendance at the SRC meetings


Mr. Vinayak K. Deshpande Chairman 1 1

Mr. Bidhu Bhusan Mohanty** Member NA NA

Mr. Harshavardhan Madhav Chitale** Member NA NA


Mr. Rothin Bhattacharyya* Member 1 Nil


Banking and Other Operations Committee:

During the financial year 2017-18, 24 (twenty four) meetings of the Banking and Other Operations Committee were held on 13th April,2017, 28th April, 2017, 12th May, 2017, 31st May, 2017, 13th June, 2017, 30th June, 2017, 14th July, 2017, 31st July, 2017, 11th August,2017, 31st August, 2017, 20th September, 2017, 29th September, 2017, 16th October, 2017, 31st October, 2017, 17th November, 2017, 28thNovember, 2017, 14th December, 2017, 29th December, 2017, 15th January, 2018, 31st January, 2018, 14th February, 2018, 23rd February,2018, 12th March, 2018 and 27th March, 2018.

Name of members Nature of membership Attendance at the Board meetings


Mr. Harshavardhan Madhav Chitale** Chairman 10 9

Mr. Sumit Padmakar Joshi* Chairman 14 14

Mr. Bidhu Bhusan Mohanty** Member 6 6

Mr. Rothin Bhattacharyya* Member 18 18

71


Mr. Sukanto Aich* Member 18 14


** Mr. Mohanty has resigned w.e.f. 30th June, 2017 and Mr. Chitale has resigned w.e.f. 31st August, 2017, during the financial year2017-18.

ANNEXURE-III

ANNUAL REPORT ON CSR ACTIVITIES

[Pursuant to Section 135 of the Companies Act, 2015 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference tothe web-link to the CSR policy and projects or programs:

The Board of Directors approved CSR Policy of the Company, pursuant to the provisions of Section 135 of the Companies Act, 2013 and therules notified thereunder.

The CSR Policy of the Company is accessible on your Company’s website (www.lighting.philips.co.in).

In terms of the mandate of the CSR Committee and being a Lighting Company, the focus of CSR programs of the Company has been tounlock the extraordinary potential of light for brighter lives and a better world, by providing underprivileged sections of the society access torenewable solar lighting and enhance employability of rural youth through skill development. In this financial year, the company focused onscaling up the NSDC certified vocational training program, launched last year, that focused on upgrading skills of 1,584 students from Helperto assistant electricians in the current financial year. The program was conducted in 2 formats, with 100 hours and 16 hours training modules,spread across 47 centres in 17 states in India.

2. The Composition of the CSR Committee:

72


The Committee was setup to oversee the corporate social responsibility and other business related matters referred by the Board, as and whendeemed necessary, for the consideration and recommendation of the Committee. The Committee adopted a Corporate Social Responsibility(CSR) policy to discharge the role of Corporate Social Responsibility Committee as envisaged under Section 135 of the Companies Act,2013 which includes formulating and recommending to the Board the activities to be undertaken by the Company as per Schedule VII to theCompanies Act, 2013 and the amount of expenditure to be incurred on the same.

The Corporate Social Responsibility Committee presently comprises of the following members:

1 Ms. Vibha P. Rishi Chairman

2 Mr. P. Uma Shankar Member

3 Mr. Sumit Padmakar Joshi Member

Mr. Sukanto Aich was appointed as a new member of the Committee with effect from 29th June, 2018.

During the year, the Committee met three times, the detail of the same is provided in Annexure-II of the Directors’ Report.

3. Average net profit of the company for last three financial years:

Financial yearsAverage Net Profit Before Tax as per section 198 of the Act.


2015-16 & 2016-2017 1,013

The Company being newly incorporated on 22nd April, 2015, is having only two previous years as financial years. Accordingly, theCompany can consider only two years profit for expenditure purpose.

73


4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above):

2% of Average Profit calculated above in item no. 3 – Rs. 20.30 Million

Since the company has not been in existence for at least 3 financial years, the calculation of 2% of profit for last financial year has been doneon voluntary basis.

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year(on voluntary basis)- Rs 20.30 Million

(b) Amount unspent , if any- Rs 13.15 Million

(c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)

S.No. CSR Projects or activity identified

Sector inwhich theproject iscovered

Projects orprograms

(1) Local Area orother

(2) Specify theState and districtwhere projects orprograms wasundertaken

Amountoutlay(budget)project orprogramswise

Amountspent on theprojects orprograms

Sub-heads:

(1) DirectExpenditureon projectsor programs

(2) Overheads

Cumulativeexpenditureupto thereportingperiod

Amountspent:

Direct orthroughimplementingagency

1

Program with Don Bosco Tech Society forSkill Development of 1,584 electricians,upgrading their skills from helper electricianto assistant electrician (as per NSDC Skilllevels) through their training centers.

Skilldevelopmentof youth

The project wasimplementedthrough 47 centersof Don Bosco TechSociety spreadacross 17 states.

Rs 7.15Million forperiodApril 1,2017 toMarch 31,2018

Rs 7.15Million

was spentdirectly on

theactivities

formingpart of

the Project,which

weremanaged

by Don

Rs 7.15Million

The paymentof

a totalamount

of Rs 7.15 Million

were madeby the

Company toDon Bosco

74


Bosco TechSociety,trainingpartner

whichpartneredtheCompanyin theproject.

Tech Societyfor

75


conductingthe trainingsfor students.

*Give details of implementing agency: Don Bosco Tech Society

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, thecompany shall provide the reasons for not spending the amount in its Board report:

Inspite of being a new company incorporated on 22nd April, 2015, the Company voluntary agreed to spend an amount of Rs 20.30 Milliontowards CSR activities. The Company spent an amount of Rs. 7.15 Million on the Projects and related activities, as detailed above.Therefore, an amount of Rs. 13.15 Million remained unspent during the year.

As this is only the third year of our company’s incorporation and second year of our CSR activities, the company is still in the process ofidentifying appropriate projects and partners that would be suitable for our long-term vision for our CSR program. The long term planning ofthe company’s CSR vision and related projects is currently underway and therefore the company decided to spend only on one focusedproject this year to enable optimal utilization of funds and hence the whole amount could not be spent in the current year.

7. We hereby declare that implementation and monitoring of the CSR policy are in compliance with the CSR objectives and policy of theCompany.

For PHILIPS LIGHTING INDIA LIMITED

SUMIT PADMAKAR JOSHI VIBHA PAUL RISHI

Managing Director & CEO Independent Director

Member- CSR Committee Chairperson- CSR Committee

(DIN:-07018906) (DIN: 05180796)

76


Place: Gurgaon


ANNEXURE - IV

Information in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014and forming part of the Board’s Report for the year ended 31st March 2018.

A. ENERGY CONSERVATION

The following measures were implemented during the Financial Year ending on 31st March, 2018:

1. Steps taken or impact on conservation of energy

a) Reduction of molten glass to save energy.

b) Fix bed sintering is done in the TL production line to improve energy efficiency.

77


c) Reduction in glass draw is done to conserve energy.

d) To save electricity consumption, transitioned from electric heating to Natural Gas fired.

e) Reduction of compressed air consumption at VTL & Glass Plant.

f) Purchase of electricity through Short Term Open Access (STOA) from India Energy Exchange resulting in saving of electricity cost.

g) Electrical Energy saving in Vacuum pump in Engine House.

h) Energy Load reduction in phases to reduce fixed component in electricity cost.

i) 6 HD flyer modified from induction to synchronous mode (30000 RPM) to save electricity.

j) Electricity saving by achieving close looped speed control with encoder installation.

k) Costly oxygen gas replaced with low cost blower air at enclosed pickling.

l) Flare Machine burner sizes optimized as per product size to save fuel gas.

m) CFL pump oven electricity saved by insulating/sealing openings to restrict air draft.

n) Contract Demand reduction to save fixed component in electricity cost at MLF.

78


o) Addition of insulation by 50 mm at CFL pump oven.

p) New design strips installed on CFL Sintering m/c.

2. Steps taken by the Company for utilizing alternate sources of energy

Since the last few years, the Company, at its Vadodara Light Factory, has been availing some of its energy through wind power which isbeing generated from windmill installed at Rajkot by third party, who is a wind energy vendor. The average consumption is upto 500k unitsfrom the same.

3. The Capital Investment on energy conservation on equipment’s

The Company has invested Rs. 7.1 million during this year on Capex for energy saving equipment’s.

B. RESEARCH & DEVELOPMENT (R & D)

Your Company continues to derive the sustainable benefits from the strong foundation and Long tradition of Research and development.During the year the Company continued to focus on the development of its products to preserve and strengthen its competitive position invarious lighting related products. Your Company believes that process development and import substitution are of paramount importance andput all its efforts to establish the same. The Company’s R & D laboratories have been instrumental in providing the Company with asustainable competitive advantage through application of Science and Technology.

1. Specific areas in which R & D has been carried out

LED luminaires, solar powered LED luminaires, configurable luminaires, DC power packs for multiple application areas like street area,sports, Garden, office, retail outlets and Industry.

2. Benefits derived as a result of above efforts

79


Energy efficient and environment friendly lighting solution with better design and superior to competition. Significant growth in LED marketwith enhanced affordability (lower cost) and reliability (enhanced useful life) imparted to the new products.

3. Future plan of action

Continue to engage in design & development of new generation Energy efficient and environment friendly lighting solution.

4. Expenditure incurred on R&D

The Company has obtained approval of its in-house research and development facility (‘R&D facility’) located at Sector 57, Noida, UP fromMinistry of Science and Technology, Department of Scientific and Industrial Research (‘DSIR’). The objective of in-house scientificresearch undertaken by the Company is to improve people’s life through meaningful innovations. During the financial year 2017-18 and2016-17, the Company has incurred following expenditure on in-house research and development in the said R&D facility:

(INR in Million)

Particulars 2017-18 2016-17

A Capital Expenditure 37 23

B Net Revenue Expenditure 359 320

TOTAL 396 343

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

i) Efforts made towards technology absorption, adoption and innovation

Imbibing a strong capability in connected lighting/system & services, adding features related to customer interface and connectivity.

2. ii) Benefits derived as a result of above efforts

Improvement in product quality, cost reduction, product development and import substitution.

D. FOREIGN EXCHANGE EARNINGS & OUTGO

80


During the year total inflow in foreign exchange was Rs. 2,546.49 Million and total outflows in foreign exchange was Rs. 6,769.97 Million

81


ANNEXURE - V

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) ofsection 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2018, which were not on an arm`slength basis.

82


2. Details of material contracts or arrangement or transactions at arm’s length basis: *

S.No.

Name(s) of therelated party &Nature ofRelationship

Nature ofcontracts/arrangements/transactions:

Duration of the contracts/arrangements/transactions:

Salient termsof thecontracts orarrangementsortransactionsincluding thevalue, if any:

Date(s) ofapproval bythe Board:

AmountPaid asAdvances,if Any

Value ofTransactionsduring theYear EndedMarch 31,2018 (RsMillion)

1

Philips LightingB.V. FellowSubsidiaryCompany

Purchase of IT Services Yearly

Based onTransferPricingGuidelines

NotApplicablesince thecontract wasentered in theordinarycourse ofbusiness andon arm'slength basis

N.A. 347

2


Purchase of Raw Material andStock-in -trade

Yearly



N.A. 592

3

Philips LightingHong Kong Ltd FellowSubsidiaryCompany


Yearly



N.A. 325

4

Philips LightingLuminaires(Shanghai) Co.,Ltd. FellowSubsidiaryCompany


Yearly



N.A. 123

5

Philips LightingNorth AmericaCorporationFellowSubsidiaryCompany


Yearly


NotApplicablesince thecontract wasentered in theordinarycourse of N.A.

144

83


business andon arm'slength basis

6

Philips LightingPoland Sp. z o.o.FellowSubsidiaryCompany


Yearly



N.A. 204

7

PhilipsLuminaires(Chengdu) Co.,Ltd. FellowSubsidiaryCompany


Yearly



N.A. 189

8


Sale of products Yearly



N.A. 251

9





N.A. 865

9

Philips LightingHolding B.V. HoldingCompany

Sale of Services Yearly



N.A. 131

10





1,015

84



11


Management Support Services Yearly



N.A. 1,448

12


Technical Royalty Yearly



N.A. 454

13





N.A. 560

*Please note that material transactions with related parties of value Rs. 100 Million or more have been taken into account while preparingthis form. The complete list of related party transactions forms part of Notes to the financial statements, forming part of this Annual Report.





85


(DIN: 07018906) (DIN: 02175058)

Place: Gurgaon


ANNEXURE - VI

FORM MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules,2014]



To,

The Members,


(U74900WB2015PLC206100)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practicesby Philips Lighting India Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company, books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives during the conduct ofsecretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent based on the management representation letter/ confirmation, in the manner and subject to thereporting made hereinafter:

86


We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financialyear ended on March 31, 2018, according to the provisions of: -

i. The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (not applicable)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (not applicable)

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (not applicable)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (not applicable)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Guidelines, 2014; (not applicable)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (not applicable)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (not applicable)

vi. We further report that with respect to the Compliance of the below mentioned laws, we have relied on the representation made by theCompany and its officers for system and mechanism framed by the Company for compliances under general laws (incl. Labour Laws, ,Environment Laws, Tax Laws, etc.) and the following Specific Laws applicable to the Company:-

The Legal Metrology Act, 2009 and The Competition Act, 2002

We have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) and The SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015; (not applicable)

87


During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven (7)days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured, if any and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no material events took place in the Company that has major bearing on the Company’s affairs.

For PI & Associates,

Company Secretaries

NiteshLatwal

(Partner)

88


ACS No.: 32109

C P No.: 16276


Place: New Delhi

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

89


“Annexure A”

To,

The Members,


Our Secretarial Audit Report of even date is to be read along with this letter.

Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion onthese secretarial records based on our audit. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct factsare reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. Wehave not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. Where ever required, wehave obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc. Thecompliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Ourexamination was limited to the verification of procedures on test basis. The Secretarial Audit Report is neither an assurance as to futureviability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.


Company Secretaries

Nitesh Latwal

Partner

ACS No.: 32109

C P No.: 16276


Place: New Delhi

90


ANNEXURE

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES

ACT, 2013 READ WITH RULES 5(2) & 5(3) OF THE COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. FOR EVERY TOP TEN EMPLOYEE IN TERMS OF REMUNERATION DRAWN:

For the year ended 31.03.2018

Name Designation /nature of DutyRemunerationreceived (Rs.)

QualificationExperience

(In years)

Date ofCommencement ofemployment in theCompany

Age(inyears)

PreviousEmployment/Post held

S. Madhavarao*R&D Group Manager,Business ProfessionalSystems

37,998,080/- B.E, MBA 25 01/04/2012 46 Bosch

Harshavardhan**Chitale

MD & CEO 27,330,134/- B.Tech 25 02/01/2015 46 HCLInfosystems

Sumit PadmakarJoshi***

MD & CEO 20,082,240/- MBA 20 05/09/2011 44

WHIRLPOOLCORP

RothinBhattacharyya***

WTD & BusinessTransformation Manager

17,346,634/- MBA 20 02/1/2015 56CK BirlaHealthcare Ltd

91


Lalit PuriBusiness LeaderProfessional

16,605,178/- M.B.A 33 15/10/1984 56 N.A.

Sukanto AichWTD & MarketingManager

15,334,050/- M.B.A 24 21/05/2014 50Mind benderSolutions PrivateLimited

Kiran BrarHR Business Partner, BGProfessional

14,929,671/- M.B.A 21 01/04/2013 44 Bharti Airtel

Sameer Sodhi Business Leader 13,567,696/- M.S. 25 29/01/2010 48 OSRAM INDIA

Rajiv Sharma Market Tax Manager 13,009,354/- C.A. 27 02/05/2007 55

NORTELNETWORKINDIA PVTLTD

TankeswarBaishya Supply Chain Manager 12,959,323/- PGD in IE 22 17/10/2014 48


II. FOR EVERY EMPLOYEE, WHO: For the year ended on 31.03.2018

NameDesignation/nature of Duty

Remunerationreceived (Rs.)

QualificationExperience

(In years)

Date ofCommencementof employmentin the Company

Age(inyears)

PreviousEmployment/Post held

A. EMPLOYED THROUGHOUT THEYEAR AND IN RECEIPT OFREMUNERATION AGGREGATINGRs. 1,02,00,000/- OR MORE

Rajiv SharmaMarket TaxManager

13,009,354/- C.A. 27 02/05/2007 55


Lalit PuriBusinessLeaderProfessional

16,605,178/- M.B.A 33 15/10/1984 57 N.A.

Sameer Sodhi BusinessLeader

13,567,696/- M.S. 25 29/01/2010 48 OSRAM INDIA

Sumit Padmakar Joshi*** MD & CEO 20,082,240/- MBA 20 05/09/2011 44

WHIRLPOOLCORP

C Arun KumarSales ManagerConsumer 11,956,343/- M.B.A 28 12/01/1995 46

GIBLITEELECTRICALSLTD;

92


Kiran BrarHR BusinessPartner, BGProfessional


Sukanto Aich***

WTD &Marketing

Manager

15,334,050/- M.B.A 24 21/05/2014 50Mind benderSolutionsPrivate Limited

Tankeswar BaishyaSupply ChainManager

12,959,323/- PGD in IE 22 17/10/2014 48PepsiCo IndiaHolding PrivateLimited

Rothin Bhattacharyya***BusinessTransformationManager

17,346,634/- MBA 20 02/1/2015 56CK BirlaHealthcare Ltd

Anusha Suryanarayan HR BusinessPartner

10,353,575/- M.B.A 19 01/03/2017 41 Philips IndiaPvt Ltd

Rishi Chawla

Public &GovernmentAffairsManager

10,636,619/- MBA 21 01/03/2016 44 Samsung

B. EMPLOYED FOR A PART OF THEYEAR AND IN RECEIPT OFREMUNERATION AGGREGATINGRs.8,50,000/- OR MORE PER MONTH

Harshavardhan Chitale** MD & CEO 27,330,134/- B.Tech 25 02/01/2015 46 HCLInfosystems

Bidhu Bhusan Mohanty** WTD & CFO 8,537,529/- CA 21 17/05/1999 46

EMAMIPAPER MILLS

S. Madhavarao*

R&D GroupManager,BusinessProfessionalSystems

37,998,080/- B.E, MBA 25 01/04/2012 46 Bosch

R Sankara Narayanan

LogisticsManager

10,000,572/- MBA 36 07/05/1999 56

Handicrafts andHandloomsExportsCorporation ofIndia Limited

Ashis Chandra Guha SystemArchitect

11,043,198/- PGD, BME 37 10/07/1981 60 NA

C. EMPLOYED THROUGHOUT THEYEAR OR PART THEREOF AND IN

93


RECEIPT OF REMUNERATION INTHE YEAR WHICH IN AGGREGATEIS IN EXCESS OF THAT DRAWN BY

94


MANAGING DIRECTOR ORWHOLETIME DIRECTOR ORMANAGER –

S. Madhavarao*

R&D GroupManager,BusinessProfessionalSystems

37,998,080/- B.E, MBA 25 01/04/2012 46 Bosch

Lalit PuriBusinessLeaderProfessional

16,605,178/- M.B.A 33 15/10/1984 57 N.A.

C Arun KumarSales ManagerConsumer

11,956,343/- M.B.A 28 12/01/1995 46

GIBLITEELECTRICALSLTD;

Kiran BrarHR BusinessPartner, BGProfessional


Sameer SodhiBusinessLeader

13,567,696/- M.S. 25 29/01/2010 48 OSRAM INDIA

Tankeswar BaishyaSupply ChainManager 12,959,323/- PGD in IE 22 17/10/2014 48


Rajiv Sharma Market TaxManager

13,009,354/- C.A. 27 02/05/2007 55


D. THE EMPLOYEE HOLDING BYHIMSELF OR ALONGWITH HISSPOUSE AND DEPENDENTCHILDREN, 2% OR MORE OF THEEQUITY SHARES IN THECOMPANY:

NA NA NA NA NA NA NA NA

*Voluntary retirement case

**Mr. Bidhu Bhusan Mohanty resigned from the position of WTD w.e.f. 30th June, 2017 and of CFO w.e.f. 31stJ Julyt, 2017. Mr.Harshavardhan M. Chitale resigned from the position of MD and CEO w.e.f. 31st August, 2017.

***Mr. Sukanto Aich and Mr. Rothin Bhattacharyya were appointed as WTD w.e.f. 1st July, 2017 and Mr. Sumit Padmakar Joshi wasappointed as MD & CEO w.e.f. 14th September, 2017.

95



Description of state of companies affairThis year your company has achieved growth of 5.6% (Previous year 2.9%). Your Company generated an EBIT of Rs. 2,880 Million(Previous year Rs.1,414 Million) and a net cash of Rs. 368 Million (Previous year Rs. 3,555 Million). The Company has not made any majorfund based borrowings in this year and has managed working capital requirements from internal cash generation. Capital expenditure duringthe year was Rs. 244 Million (Previous Year Rs. 270 Million) and this expense was incurred towards new plant and machinery and officeequipment’s etc.


Disclosures relating to amount recommended to be paid as dividendYour Directors recommend payment of Rs. 20/- (200%) per share as dividend on the fully paid equity shares for the financial year ended 31stMarch, 2018. This will absorb Rs. 1,150 million as dividend and Rs. 237 million as dividend distribution tax.


Details regarding energy conservation A. ENERGY CONSERVATION The following measures were implemented during the Financial Year ending on 31st March, 2018: 1. Steps taken or impact on conservation of energy a) Reduction of molten glass to save energy. b) Fix bed sintering is done inthe TL production line to improve energy efficiency. c) Reduction in glass draw is done to conserve energy. d) To save electricityconsumption, transitioned from electric heating to Natural Gas fired. e) Reduction of compressed air consumption at VTL & GlassPlant. f) Purchase of electricity through Short Term Open Access (STOA) from India Energy Exchange resulting in saving of electricitycost. g) Electrical Energy saving in Vacuum pump in Engine House. h) Energy Load reduction in phases to reduce fixed componentin electricity cost. i) 6 HD flyer modified from induction to synchronous mode (30000 RPM) to save electricity. j) Electricitysaving by achieving close looped speed control with encoder installation. k) Costly oxygen gas replaced with low cost blower air atenclosed pickling. l) Flare Machine burner sizes optimized as per product size to save fuel gas. m) CFL pump oven electricity savedby insulating/sealing openings to restrict air draft. n) Contract Demand reduction to save fixed component in electricity cost at MLF. o) Addition of insulation by 50 mm at CFL pump oven. p) New design strips installed on CFL Sintering m/c. 2. Steps taken bythe Company for utilizing alternate sources of energy Since the last few years, the Company, at its Vadodara Light Factory, has beenavailing some of its energy through wind power which is being generated from windmill installed at Rajkot by third party, who is a windenergy vendor. The average consumption is upto 500k units from the same. 3. The Capital Investment on energy conservation onequipment’s The Company has invested Rs. 7.1 million during this year on Capex for energy saving equipment’s.

96



Steps taken or impact on conservation of energy [Text block]

a) Reduction of molten glass to save energy.

b) Fix bed sintering is done in the TL production line to improve energy efficiency.

c) Reduction in glass draw is done to conserve energy.

d) To save electricity consumption, transitioned from electric heating to Natural Gas fired.

e) Reduction of compressed air consumption at VTL & Glass Plant.

f) Purchase of electricity through Short Term Open Access (STOA) from India Energy Exchange resulting in saving of electricity cost.

g) Electrical Energy saving in Vacuum pump in Engine House.

h) Energy Load reduction in phases to reduce fixed component in electricity cost.

i) 6 HD flyer modified from induction to synchronous mode (30000 RPM) to save electricity.

j) Electricity saving by achieving close looped speed control with encoder installation.

k) Costly oxygen gas replaced with low cost blower air at enclosed pickling.

97


l) Flare Machine burner sizes optimized as per product size to save fuel gas.

m) CFL pump oven electricity saved by insulating/sealing openings to restrict air draft.

n) Contract Demand reduction to save fixed component in electricity cost at MLF.

o) Addition of insulation by 50 mm at CFL pump oven.

p) New design strips installed on CFL Sintering m/c.


Steps taken by the company for utilising alternate sources of energy [Text block]

Since the last few years, the Company, at its Vadodara Light Factory, has been availing some of its energy through wind power which isbeing generated from windmill installed at Rajkot by third party, who is a wind energy vendor. The average consumption is upto 500k unitsfrom the same.


Details regarding technology absorptioni) Efforts made towards technology absorption, adoption and innovation Imbibing a strong capability in connected lighting/system &services, adding features related to customer interface and connectivity. 2. ii) Benefits derived as a result of above efforts Improvement inproduct quality, cost reduction, product development and import substitution.

98



Disclosures in director’s responsibility statementAs required under Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge confirm that:- (i) In thepreparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to materialdepartures; (ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; (iii) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (iv) The directors have prepared the annual accounts on a going concern basis; (v) The directors have laiddown internal financial controls to be followed by the company and that such internal financial controls are adequate and were operatingeffectively. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively


Details of material changes and commitment occurred during period affecting financial position of companyNo material changes and commitments affecting the financial position of the Company occurred between the end of the financial year towhich the financial statements relate and as on the date of this report.


Particulars of loans guarantee investment under section 186 [Text Block]

The particulars of loans given, investments made, guarantees given and securities provided, if any, covered under section 186 of theCompanies Act, 2013 form part of the notes to the financial statements, which form part of the Company’s Annual Report.

99



Particulars of contracts/arrangements with related parties under section 188(1) [Text Block]

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure V in Form –AOC-2 and the same forms part of this Report.

ANNEXURE - V

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) ofsection 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31st March, 2018, which were not on an arm`slength basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis: *

S.No.

Name(s) of therelated party &Nature ofRelationship

Nature ofcontracts/arrangements/transactions:

Duration of the contracts/arrangements/transactions:

Salient termsof thecontracts orarrangementsortransactionsincluding thevalue, if any:

Date(s) ofapproval bythe Board:

AmountPaid asAdvances,if Any

Value ofTransactionsduring theYear EndedMarch 31,2018 (RsMillion)

1


Purchase of IT Services Yearly



N.A. 347

NotApplicablesince the

100


2


Purchase of Raw Material andStock-in -trade Yearly


contract wasentered in theordinarycourse of

N.A. 592

101



3



Yearly



N.A. 325

4

Philips LightingLuminaires(Shanghai) Co.,Ltd. FellowSubsidiaryCompany


Yearly



N.A. 123

5

Philips LightingNorth AmericaCorporationFellowSubsidiaryCompany


Yearly



N.A. 144

6

Philips LightingPoland Sp. z o.o.FellowSubsidiaryCompany


Yearly



N.A. 204

7

PhilipsLuminaires(Chengdu) Co.,Ltd. FellowSubsidiaryCompany


Yearly



N.A. 189

8





251

102



9





N.A. 865

9





N.A. 131

10





N.A. 1,015

11


Management Support Services Yearly



N.A. 1,448

12





N.A. 454

13





560

103



*Please note that material transactions with related parties of value Rs. 100 Million or more have been taken into account while preparingthis form. The complete list of related party transactions forms part of Notes to the financial statements, forming part of this Annual Report.





(DIN: 07018906) (DIN: 02175058)

Place: Gurgaon


104



Details of statement indicating manner in which formal annual evaluation made by board of its performance andof its committees and individual directors [Text Block]

In terms of the Nomination and Remuneration Committee Charter of the Company, duly approved by the Board pursuant to the provisions ofthe Companies Act, 2013, the Nomination and Remuneration Committee has prepared and approved a “Policy for Evaluation of thePerformance of the Board of Directors”, which was further adopted by the Board, to formally evaluate the effectiveness of the Board, itsCommittees along with performance evaluation of each Director to be carried out on an annual basis.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year2017-18 on the basis of a structured questionnaire survey.

The Nomination and Remuneration Committee also prepared structured questionnaires to evaluate the performance of the Board as a whole,individual performance of each Director and self – assessment carried out by the Directors.

These evaluation forms with respect to the evaluation of the performance of the Directors were based on various aspects which, inter alia,included assessment of the level of participation, understanding of the role and responsibilities, understanding of the business andcompetitive environment, effectiveness of the contributions made during the Board meetings, understanding of the strategic issues andchallenges for your Company etc. In assessing the overall performance of the Board, the parameters included the assessment of time devotedby the Board on the Company’s long term goals and strategies, Board effectiveness, quality of discussions at the meetings of the Board, timespent and quality of discussions on key subjects like risk assessment and minimization, succession planning, discharging fiduciary andgovernance duties and performance of specific duties.

The questionnaires for assessing the performance of the Committees of the Board included aspects like understanding of the terms ofreference by the Committee members, adequacy of the composition of the Committees, effectiveness of the discussions at the Committeemeetings, performance of the Committee etc.

The Chairman of the Nomination and Remuneration Committee plays a vital role in undertaking the evaluation of the Directors. TheNomination and Remuneration Committee discussed on the evaluation mechanism, outcome and the feedback received from the Directors.The Independent Directors at their meeting also discussed the performance of the Non-Independent Directors including the Chairman of theBoard.

Your Board of Directors had discussed and analyzed its own performance, Board as whole, during the year, evaluated the IndependentDirectors pursuant provisions of Schedule IV of the Companies Act, 2013 and also reviewed the performance evaluation reports of variouscommittees. Thereafter, the Board finally noted the overall feedback on the performance of the Directors and the Board as a whole and itsCommittees.

The overall outcome of this exercise to evaluate effectiveness of the Board and its Committees was positive and members of the Boardexpressed their satisfaction.

105


106



Disclosure of extract of annual return as provided under section 92(3) [Text Block]

ANNEXURE -I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN U74900WB2015PLC206100

Registration Date 22/04/2015

Name of the Company PHILIPS LIGHTING INDIA LIMITED

Category/Sub-category of the Company Public Company / Subsidiary of Foreign Company limited byshares

Address of the Registered office & contact details

Mangalam Business Center, Block B, 6th Floor,

22, Camac Street, Kolkata – 700016, West Bengal

Tel: 033-66297000, www.lighting.phiIips.co.in

Whether listed company No

Name, Address & contact details of the Registrar & Transfer Agent, ifany.

Karvy Computershare Private Limited

“Karvy Selenium” Tower-B, Plot no.31-32,

Gachibowli, Financial District, Nanakramguda,

Hyderabad-500 032.

Toll Free number: 18 00 3454 001

107


Telephone number: +91 040-67162222,

Fax number:+91 040-23420814,

Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No. Name and Description of main products / servicesNIC Code of the Product/service

% to total turnover of the company

1. Lighting 2740 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name & Address of the Company CIN/GLN Holding/ Subsidiary/Ass. % Share held Applicable section

1.

Philips Lighting Holding B.V.

High Tech Campus 45, 5656 AE Eindhoven, the Netherlands

N.A. Holding 96.13 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares heldat the beginning ofthe year

No. of Sharesheld at theend of theyear

%Change

108


[As on 1st April,2017] [As on 31st

March, 2018]

during theyear



A. Promoter s

(1) Indian

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(1) - - - - - - - - -

(2) Foreign

a) Individual/ HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. -55,290,242

55,290,242

96.13 -

55,290,242

55,290,242

96.13

0.00

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total (A)(2) -55,290,242

55,290,242

96.13 -

55,290,242

55,290,242

96.13 0.00

Total shareholding of Promoter-

55,290,242 55,290,24296.13 -

55,290,242 55,290,24296.13 0.00

109


(A)=(A)(1)+ (A)(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds -2,293

2,293

0.00 0 2,293 2,293 0.00 0.00

b) Banks / FI 2,274 8,69510,969

0.02 2,274 8,695 10,969 0.02 0.00

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture CapitalFunds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- 2,274 10,988 13,262 0.02 2,274 10,988 13,262 0.02 0.00

2. Non-Institutions

a) Bodies Corp. - - - - - - - - -

i) Indian 36,258 13,605 49,863 0.09 37,556 13,157 50,713 0.09 0.00

ii) Overseas - - - - - - - - -

b) Individuals -

i) Individual shareholdersholding nominal share capitalupto Rs. 1 lakh

738,291 1,231,417 1,969,708 3.42 744,073 1,200,742 1,944,815 3.38 (0.04)

110


ii) Individual shareholdersholding nominal share capital inexcess of Rs 1 lakh

132,723 - 132,723 0.23 158,316 - 158,316 0.28 0.04

c) Others (specify)-

Trust+NBFC17,808 - 17,808 0.03 15,846 - 15,846 0.03 0.00

Foreign Nationals 21 - 21 0.00 21 - 21 0.00 0.00

NRI (REP) 14,165 11,884 26,049 0.05 6,553 11,884 18,437 0,03 (0,01)

NRI (NON-REP) 16,464 1,102 17,566 0.03 24,533 1,057 25,590 0.04 0,01

Sub-total (B)(2):- 955,730 1,258,008 2,213,738 3.85 986,898 1,226,840 2,213,738 3.85 -

Total Public Shareholding(B)=(B)(1)+ (B)(2)

958,004 1,268,996 2,227,000 3.87 989,172 1,238,828 2,227,000 3.87 -

C. Shares held by Custodian forGDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 958,004 56,559,238 57,517,242 100 989,172 56,528,070 57,517,242 100 -

ii) Shareholding Of Promoters-

SNShareholder’sName

Shareholding at thebeginning of the year

[As on 1st April, 2017]

Shareholding at the end ofthe year

[As on 31st March, 2018]

% change inshareholding duringthe year

No. ofShares


%of Shares Pledged /encumbered to total shares

No. ofShares


% of Shares Pledged /encumbered to total shares

3Philips LightingHolding B.V. 55,290,242 96.13 - 55,290,242 96.13 -

-

TOTAL 55,290,242 96.13 - 55,290,242 96.13 - -

111


iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN ParticularsShareholding at the beginning of theyear

CumulativeShareholdingduring theyear

No.ofshares

% of total

shares of the

company

No. of shares

% oftotal

shares ofthe

company

1 Philips Lighting Holding B.V.

At the beginning of the year 55,290, 182 96.13 55,290,242 96.13

Date wise Increase / Decrease in Promoters Shareholding duringthe year specifying the reasons for increase / decrease (e.g.allotment /transfer / bonus/ sweat equity etc.):

There is no change in theshareholding pattern of the Promoterduring the financial year 2017-18.

At the end of the year 55,290,242 96.13 - -

iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

S.N.For Each of the Top 10

Shareholders *

Shareholding at thebeginning

of the year

Cumulative Shareholdingduring the

Year

No. ofshares

% of total

shares of the

company

No. of shares

% of total

shares ofthe

company

1 PAYAL BHANSHALI





112


2 VALLABH ROOPCHANDBHANSHALI





3 AJAY KUMAR





4YOGESH RASIKLALDOSHI



Sold during the year 885 0.00 17,162 0.03

At the end of the year 17,162 0.03 17,162 003

5 PUNIT KUMAR




113



6 SURESH GUPTA





7 AMISH NARENDRA SHAH





8 HINA KIRTI DOSHI





9 HITESH SHANTILAL MEHTA



114




10 SUSHILA NAYYAR





v) Shareholding of Directors and Key Managerial Personnel: Not Applicable

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholdingat thebeginning

of the year

CumulativeShareholdingduring the

Year

No. ofshares

% of total

shares of the

company

No. of shares

% oftotal

shares ofthe

company

At the beginning of the year - - - -

Date wise Increase / Decrease in Promoters Shareholding during the year specifying thereasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

- - - -

At the end of the year - - - -

115


V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.


Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year#




Total (i+ii+iii) 69.51 - - 69.51

Change in Indebtedness during the financial year

* Addition 70.79 - - 70.79

* Reduction 42.51 - - 42.51

Net Change 28.28 - - 28.28

Indebtedness at the end of the financial year




Total (i+ii+iii) 97.80 - - 97.80

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :


Particulars ofName of MD

Total

116


SN. Remuneration /WTD/Manager

Amount

HarshavardhanM. Chitale

(MD)**

Bidhu B.Mohanty

(WTD)**

Sumit P.Joshi(MD)*


Sukanto Aich(WTD)*

1 Gross salary

(a) Salary as per provisions containedin section 17(1) of the Income-tax Act,1961

27.33 8.50 20.07 17.34 15.33

88.57

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 7.09 3.40 1.65 0.06 2.71

14.92

(c) Profits in lieu of salary undersection 17(3) Income- tax Act, 1961

- - - - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4

Commission - as % of profit

- others,specify…

- - - - -

5

Others, pleasespecify

- - - - -

Total (A)

34.42 11.90 21.72 17.40 18.04 103.48

Ceiling as perthe Act (10%)

416.61

117


B. Remuneration to other directors:


SN. Particulars of Remuneration

P. UmaShankar

(ID)

Vibha PaulRishi

(ID)

Vinayak K.Deshpande*

(ID)

MuraliSivaraman

(Director)

TotalAmount

1 Independent Directors


0.55 0.42 0.50 - 1.47

Commission 1.40 1.40 1.40 - 4.20


Total (1) - - - - -

2 Other Non-Executive Directors


- - - - -

Commission - - - - -


Total (2) - - - - -

Total (B)=(1+2) 1.95 1.82 1.90 5.67

Total Managerial Remuneration (A+B)

109.15

Overall Ceiling as per the Act( 10% asper above + 1%)

458.27

* Sitting fees pertaining to Board/Committee meetings held on 6th March, 2018 was paid to Mr. Vinayak K. Deshpande after 31st March,2018.

Note: ‘ID’ refers to Independent Director.

118


C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:


SN Particulars ofRemuneration

Key ManagerialPersonnel

Harshavardhan M.Chitale

(CEO)**

BidhuBhusanMohanty

(CFO)**

SumitPadmakarJoshi(CEO)*


Sukanto

Aich

(WTD)*

DibyenduRaychaudhury

(CFO)*

NitinMittal

(CompanySecretary)

Total

1 Gross salary

Information isdisclosed in “PointA” above and formspart of the same.

(a) Salary as perprovisions containedin section 17(1) of theIncome-tax Act, 1961

7.62 6.37 13.99

(b) Value ofperquisites u/s 17(2)Income-tax Act, 1961

0.45 0.03 0.48

(c) Profits in lieu ofsalary under section17(3) Income-tax Act,1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

- as % ofprofit

- - -

others,specify…

- - -

119


5 Others, pleasespecify

- - -

Total 8.07 6.40 14.47


**Mr. Mohanty has resigned w.e.f. 30th June, 2017 and Mr. Chitale has resigned w.e.f. 31st August, 2017, during the financial year 2017-18.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TypeSection of theCompanies Act

Brief Description

Details of Penalty / Punishment/Compounding fees imposed

Authority [RD / NCLT/COURT]

Appeal made,

if any (giveDetails)

A. COMPANY

Penalty - - - - -



B. DIRECTORS

Penalty - - - - -



C. OTHER OFFICERS INDEFAULT

Penalty - - - - -

120








(DIN: 07018906) (DIN: 02175058)

Place: Gurgaon


121



Disclosure of statement on declaration given by independent directors under section 149(6) [Text Block]

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013, confirmingthat they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with the Schedules and Rulesissued thereunder

122



Disclosure for companies covered under section 178(1) on directors appointment and remuneration includingother matters provided under section 178(3) [Text Block]

The Nomination and Remuneration Committee was constituted by the Board of Directors at its meeting held on 27th April, 2016 as persection 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. TheCommittee comprises the following members:

During the year under review, the Committee was re-constituted on 14th September, 2017, on appointment of Mr. Sumit Padmakar Joshi inplace of Mr. Harshavardhan M. Chitale and presently it consists of the following members:

1 Ms. Vibha Paul Rishi Independent Director Chairman




5 Mr. Vinayak K. Deshpande Independent Director Member







123









The Nomination and Remuneration Committee has also formulated a “Policy for Evaluation of the Performance of the Board of Directors”,to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out onan annual basis.



124



Disclosure of statement on development and implementation of risk management policy [Text Block]

Risk management forms an integral part of the business planning and review cycle. The Company’s risk management initiatives are designedto overview the main risks known to your Company, which could hinder it in achieving its strategic and financial business objectives. Theobjectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and bysafeguarding the integrity of the Company’s financial reporting and its related disclosures like businesses, objectives, revenues, income,assets, liquidity or capital resources. Your Company’s risk management approach is embedded in the areas of corporate governance, PhilipsBusiness Control Framework and Philips General Business Principles.

125



Details on policy development and implementation by company on corporate social responsibility initiatives takenduring year [Text Block]

1. A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference tothe web-link to the CSR policy and projects or programs:



In terms of the mandate of the CSR Committee and being a Lighting Company, the focus of CSR programs of the Company has been tounlock the extraordinary potential of light for brighter lives and a better world, by providing underprivileged sections of the society access torenewable solar lighting and enhance employability of rural youth through skill development. In this financial year, the company focused onscaling up the NSDC certified vocational training program, launched last year, that focused on upgrading skills of 1,584 students from Helperto assistant electricians in the current financial year. The program was conducted in 2 formats, with 100 hours and 16 hours training modules,spread across 47 centres in 17 states in India.

2. The Composition of the CSR Committee:

The Committee was setup to oversee the corporate social responsibility and other business related matters referred by the Board, as and whendeemed necessary, for the consideration and recommendation of the Committee. The Committee adopted a Corporate Social Responsibility(CSR) policy to discharge the role of Corporate Social Responsibility Committee as envisaged under Section 135 of the Companies Act,2013 which includes formulating and recommending to the Board the activities to be undertaken by the Company as per Schedule VII to theCompanies Act, 2013 and the amount of expenditure to be incurred on the same.

The Corporate Social Responsibility Committee presently comprises of the following members:

1 Ms. Vibha P. Rishi Chairman

2 Mr. P. Uma Shankar Member

3 Mr. Sumit Padmakar Joshi Member

126


Mr. Sukanto Aich was appointed as a new member of the Committee with effect from 29th June, 2018.

During the year, the Committee met three times, the detail of the same is provided in Annexure-II of the Directors’ Report.

3. Average net profit of the company for last three financial years:

Financial yearsAverage Net Profit Before Tax as per section 198 of the Act.


2015-16 & 2016-2017 1,013

The Company being newly incorporated on 22nd April, 2015, is having only two previous years as financial years. Accordingly, theCompany can consider only two years profit for expenditure purpose.

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above):

2% of Average Profit calculated above in item no. 3 – Rs. 20.30 Million

Since the company has not been in existence for at least 3 financial years, the calculation of 2% of profit for last financial year has been doneon voluntary basis.

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year(on voluntary basis)- Rs 20.30 Million

(b) Amount unspent , if any- Rs 13.15 Million

127


(c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)

S.No. CSR Projects or activity identified

Sector inwhich theproject iscovered

Projects orprograms

(1) Local Area orother

(2) Specify theState and districtwhere projects orprograms wasundertaken

Amountoutlay(budget)project orprogramswise

Amountspent on theprojects orprograms

Sub-heads:

(1) DirectExpenditureon projectsor programs

(2) Overheads

Cumulativeexpenditureupto thereportingperiod

Amountspent:

Direct orthroughimplementingagency

1

Program with Don Bosco Tech Society forSkill Development of 1,584 electricians,upgrading their skills from helper electricianto assistant electrician (as per NSDC Skilllevels) through their training centers.

Skilldevelopmentof youth


Rs 7.15Million forperiodApril 1,2017 toMarch 31,2018

Rs 7.15Million

was spentdirectly on

theactivities

formingpart of

the Project,which

weremanaged

by DonBosco TechSociety,trainingpartner

whichpartneredtheCompanyin theproject.

Rs 7.15Million

The paymentof

a totalamount

of Rs 7.15 Million

were madeby the

Company toDon BoscoTech Societyforconductingthe trainingsfor students.

*Give details of implementing agency: Don Bosco Tech Society

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, thecompany shall provide the reasons for not spending the amount in its Board report:

128


Inspite of being a new company incorporated on 22nd April, 2015, the Company voluntary agreed to spend an amount of Rs 20.30 Milliontowards CSR activities. The Company spent an amount of Rs. 7.15 Million on the Projects and related activities, as detailed above.Therefore, an amount of Rs. 13.15 Million remained unspent during the year.

As this is only the third year of our company’s incorporation and second year of our CSR activities, the company is still in the process ofidentifying appropriate projects and partners that would be suitable for our long-term vision for our CSR program. The long term planning ofthe company’s CSR vision and related projects is currently underway and therefore the company decided to spend only on one focusedproject this year to enable optimal utilization of funds and hence the whole amount could not be spent in the current year.

7. We hereby declare that implementation and monitoring of the CSR policy are in compliance with the CSR objectives and policy of theCompany.


Report on highlights on performance of subsidiaries, associates and joint venture companies and theircontribution to overall performance of the companies during the period under report [Text Block]

Your Company does not have any Subsidiary/ Joint Venture/Associate Company hence details of financial performance of Subsidiary/ JointVenture/Associate Company is not required to be attached to this report.

129



Disclosure of financial summary or highlights [Text Block]FINANCIAL PERFORMANCE:

1.1 RESULTS

INR in Millions

2017-18 2016-17

Revenue from operations (a) 35,128 33,270

Other Income (b) 182 116

Gross Income 35,310 33,386

Profit before tax (PBT) and exceptional items 3,432 1946

PBT and exceptional items (%) 9.8% 5.9%

Exceptional Items (606) (559)

Profit before tax 2,826 1387

Provision for current tax (1,075) (617)

Deferred tax–Release/(Charge) 157 213

Profit after tax (PAT) 1,908 983

PAT(%) 5.4% 3.0%

Transfer to General Reserve - -

1.2 FINANCE & ACCOUNTS

130


This year your company has achieved growth of 5.6% (Previous year 2.9%). Your Company generated an EBIT of Rs. 2,880 Million(Previous year Rs.1,414 Million) and a net cash of Rs. 368 Million (Previous year Rs. 3,555 Million). The Company has not made any majorfund based borrowings in this year and has managed working capital requirements from internal cash generation.

Capital expenditure during the year was Rs. 244 Million (Previous Year Rs. 270 Million) and this expense was incurred towards new plantand machinery and office equipment’s etc.

131



Details of directors or key managerial personnels who were appointed or have resigned during year [Text Block]






Mr. Murali Sivaraman, who was appointed as a Director at the First Annual General Meeting of the Company held on 20th December, 2016,is the Chairman and Non-Executive Director on the Board of the Company. Mr. Sivaraman has recently stepped down from Philips Lighting(S) Pte. Ltd, one of the Philips Lighting Global Group Companies, from the position of President- Growth Markets with effect from 1st July,2018. However, Mr. Sivaraman being a Non-Executive Director will continue as the Chairman of the Board of Directors.



132





















133



Details relating to deposits covered under chapter v of companies act [Text Block]



Details of deposits which are not in compliance with requirements of chapter v of act [Text Block]



Details of significant and material orders passed by regulators or courts or tribunals impacting going concernstatus and company’s operations in future [Text Block]

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company’s operations in future.

134



Details regarding adequacy of internal financial controls with reference to financial statements [Text Block]

Your Company is committed to ensure that its operations are carried out within a well-defined internal control framework, good governance,robust systems and processes, a vigilant finance function and an independent Internal Audit function are the foundations of the internalcontrol systems. Your Company has the Audit Committee in place and the Audit Committee devises robust Internal Control System andEnterprise Risk Management for the Company.

Through our internal audit processes at all levels, both the adequacy and effectiveness of internal controls across various businesses andcompliance with laid-down systems and policies are being regularly monitored. A trained internal audit team is periodically validating themajor IT-enabled business applications for their integration, control and quality of functionality.


Disclosure of contents of corporate social responsibility policy [Text Block]




Disclosure of other reasons if company fails to spend prescribed amount on CSRInspite of being a new company incorporated on 22nd April, 2015, the Company voluntary agreed to spend an amount of Rs 20.30 Milliontowards CSR activities. The Company spent an amount of Rs. 7.15 Million on the Projects and related activities, as detailed above.Therefore, an amount of Rs. 13.15 Million remained unspent during the year. As this is only the third year of our company’s incorporationand second year of our CSR activities, the company is still in the process of identifying appropriate projects and partners that would besuitable for our long-term vision for our CSR program. The long term planning of the company’s CSR vision and related projects is currentlyunderway and therefore the company decided to spend only on one focused project this year to enable optimal utilization of funds and hencethe whole amount could not be spent in the current year.

135



Disclosure of appointment and remuneration of director or managerial personnel if any, in the financial year[Text Block]






Mr. Murali Sivaraman, who was appointed as a Director at the First Annual General Meeting of the Company held on 20th December, 2016,is the Chairman and Non-Executive Director on the Board of the Company. Mr. Sivaraman has recently stepped down from Philips Lighting(S) Pte. Ltd, one of the Philips Lighting Global Group Companies, from the position of President- Growth Markets with effect from 1st July,2018. However, Mr. Sivaraman being a Non-Executive Director will continue as the Chairman of the Board of Directors.



136





















137



Disclosure of composition of audit committee and non-acceptance of any recommendation of audit committeealong with reasons [Text Block]

During the financial year 2017-18, 4 (four) meetings of the Audit Committee were held on 21st June, 2017, 14th September, 2017, 7thDecember, 2017 and 6th March, 2018.

Name of members Nature of membership Attendance at the Audit Committee meetings


Mr. P. Uma Shankar Chairman 4 4




Disclosure of details of establishment of vigil mechanism [Text Block]

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors hasformulated a Vigil Mechanism/Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act,2013.

Your Company has established a proper mechanism, under the above Policy, for directors and employees to report genuine concern. Adisclosure should be made in writing or can log a complaint on GBP Hotline number. Letters can be submitted by hand, courier, or by post,addressed or Email to the GBP Compliance Officer/Investigation Officer appointed by Philips Lighting. All reported violations whetheractual or potential are reviewed by the Country Compliance Officer. He reports all violations to the Philips Fraud Investigation andCompliance Service Committee (FICS) team and depending upon the severity of the allegation it may be decided to engage investigator ininvestigating the complaint.

Any kind of complaint may also be submitted directly to the Chairperson of the Audit Committee of Philips Lighting India Limited at hisemail ID.

The Whistle Blower Policy is also available on your Company’s website (www.lighting.philips.co.in).

138



Disclosure of policy formulated by nomination and remuneration committee relating to remuneration fordirectors, key managerial personnels and other employees [Text Block]













The Nomination and Remuneration Committee has also formulated a “Policy for Evaluation of the Performance of the Board of Directors”,to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out on

139


an annual basis.



[700500] Disclosures - Signatories of financial statements

Details of directors signing financial statements [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRDirectors signing financial statements [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018Details of signatories of financial statements [Abstract] Details of directors signing financial statements [Abstract] Details of directors signing financial statements [LineItems] Name of director signing financial statements [Abstract] First name of director SUMIT SUKANTO

Middle name of director PADMAKAR

Last name of director JOSHI AICH

Designation of director Vice-Chairman,Managing Directorand CEO

Whole TimeDirector and CFO

Director identification number of director 07018906 02175058

Date of signing of financial statements by director 29/06/2018 29/06/2018


to 31/03/2018

Name of company secretary NITIN MITTAL

Permanent account number of company secretary ACQPM4839B

Date of signing of financial statements by company secretary 29/06/2018

140


[700400] Disclosures - Auditors report

Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Table] ..(1)


Auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Axis]Auditor's

favourable remark[Member]

Clause notapplicable[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Abstract] Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [LineItems]

Disclosure in auditors report relating to fixed assets Textual information(31) [See below]

Disclosure relating to quantitative details of fixed assets

The Company hasmaintained properrecords showing fullparticulars,inc lud ingquantitative detailsand situation offixed assets

Disclosure relating to physical verification and material discrepancies of fixed assets

Textual information(32) [See below]

Disclosure relating to title deeds of immovable properties Textual information(33) [See below]

Disclosure in auditors report relating to inventories

The managementhas conductedphysical verificationof inventory atreasonable intervalsduring the year andno materialdiscrepancies werenoticed on suchphysical verification

Disclosure in auditors report relating to loans Textual information(34) [See below]

Disclosure about loans granted to parties covered under section 189 of companies act


Disclosure relating to terms and conditions of loans granted Textual information(36) [See below]

Disclosure regarding receipt of loans granted Textual information(37) [See below]

Disclosure regarding terms of recovery of loans granted Textual information(38) [See below]

Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013


Disclosure in auditors report relating to deposits accepted Textual information(40) [See below]

Disclosure in auditors report relating to maintenance of cost records Textual information(41) [See below]

Disclosure in auditors report relating to statutory dues [TextBlock] Textual information(42) [See below]

Disclosure relating to regularity in payment of undisputed statutory dues [TextBlock]


Disclosure relating to disputed statutory dues [TextBlock] Textual information(44) [See below]

Disclosure in auditors report relating to default in repayment of financial dues Textual information(45) [See below]

Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised


Disclosure in auditors report relating to fraud by the company or on the company by its officers or its employees reported during period


Disclosure in auditors report relating to managerial remuneration Textual information(48) [See below]

141


Disclosure in auditors report relating to Nidhi Company

In our opinion, theCompany is not anidhi company.Therefore, theprovisions of clause3(xii) of the orderare not applicable tothe Company andh e n c e n o tcommented upon.

Disclosure in auditors report relating to transactions with related parties Textual information(49) [See below]

Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible debentures


Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him


Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934

According to theinformation andexplanations givento us, the provisionsof section 45-IA ofthe Reserve Bank ofIndia Act, 1934 arenot applicable to theCompany

Details regarding auditors [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRAuditors [Axis] 1

01/04/2017 to

31/03/2018 Details regarding auditors [Abstract] Details regarding auditors [LineItems] Category of auditor Auditors firm

Name of audit firm S.R. Batliboi & Co.LLP

Name of auditor signing report GUPTA MANOJKUMAR

Firms registration number of audit firm 301003E /E300005

Membership number of auditor 083906

Address of auditors

Golf ViewCorporate TowerB,Sector 42, SectorRoad,Gurgaon HR-122002

Permanent account number of auditor or auditor's firm ACHFS9180N

SRN of form ADT-1 G31726391

Date of signing audit report by auditors 29/06/2018

Date of signing of balance sheet by auditors 29/06/2018


to 31/03/2018

Disclosure in auditor’s report explanatory [TextBlock] Textual information (52) [See below]

Whether companies auditors report order is applicable on company Yes

Whether auditors' report has been qualified or has any reservations or contains adverse remarks

No


Disclosure in auditors report relating to fixed assetsThe Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) All fixedassets have not been physically verified by the management during the year but there is a regular programme of verification which, in ouropinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on suchverification. (c) According to the information and explanations given by the management and on the basis of opinion received from expert,Pursuant to the Scheme of Arrangement for Demerger under Sections 391 to 394 of the Companies Act, 1956 and 2013 amongst PhilipsIndia Limited (“Demerged Company”) and Philips Lighting India Ltd. (“Resulting Company”), the ownership of all the immovableproperties pertaining to Lighting business of the demerged company which included the land and building at Mohali having net block ofRs.156.85 million (Gross block of Rs. 295.25 million) & Vadodara having net block of Rs 296.43 million (Gross block of Rs. 597.51million) have been transferred to and vested in the name of resulting company. However, conveyance of said immovable property in thename of Philips Lighting India Limited is pending.

142



Disclosure relating to physical verification and material discrepancies of fixed assetsAll fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which,in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed onsuch verification


Disclosure relating to title deeds of immovable propertiesAccording to the information and explanations given by the management and on the basis of opinion received from expert, Pursuant to theScheme of Arrangement for Demerger under Sections 391 to 394 of the Companies Act, 1956 and 2013 amongst Philips India Limited(“Demerged Company”) and Philips Lighting India Ltd. (“Resulting Company”), the ownership of all the immovable properties pertaining toLighting business of the demerged company which included the land and building at Mohali having net block of Rs.156.85 million (Grossblock of Rs. 295.25 million) & Vadodara having net block of Rs 296.43 million (Gross block of Rs. 597.51 million) have been transferred toand vested in the name of resulting company. However, conveyance of said immovable property in the name of Philips Lighting IndiaLimited is pending.


Disclosure in auditors report relating to loans) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.


Disclosure about loans granted to parties covered under section 189 of companies act) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.


Disclosure relating to terms and conditions of loans granted) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.


Disclosure regarding receipt of loans granted) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.


Disclosure regarding terms of recovery of loans granted) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

143



Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securitiesgiven in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.


Disclosure in auditors report relating to deposits acceptedThe Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable


Disclosure in auditors report relating to maintenance of cost recordsWe have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for themaintenance of cost records under section 148(1) of the Companies Act, 2013, in respect of Electric Lamps and Fluorescent Tubes, and areof the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailedexamination of the same


Disclosure in auditors report relating to statutory dues [Text Block](vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues applicable toit. (vii) (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,employees’ state insurance, income-tax , service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutorydues were outstanding, at the year end, for a period of more than six months from the date they became payable. (vii) (c) According to therecords of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added taxand cess on account of any dispute, are as follows: Name of Statue Forum Where matter is pending Nature of matter Financial Year to whichmatter relates Amount involved (in INR Million) The Central Excise Act, 1944 High Court Excise Related Matter 1991-1997 2.5 CESTATExcise Related Matter 1990-94, 1991-1997,1996-1998, 1996-2001, 2000-2003, 2006-2012, 2009-2014, 2014-2015 75.5 Cenvat RelatedMatter 2005-2006, 2005-2010, 2006-2007, 2007-2010, 2007-2011, 2009-2010, 2010-2011 151.8 Additional Commissioner of Central ExciseExcise Related Matter 2005-2006, 2008-2010, 2015-2016 8.6 Commissioner of Central Excise Excise Related Matter 2011-16 7.9 CenvatRelated Matter 2005-2010, 2009-2013, 2011-2014, 2016-2017 255.7 Search and Seizure Related 2011-2016 177.1 Income Tax Act 1961*Income Tax Appellate Tribunal, New Delhi Disallowance of Management support service charges. A.Y. 2010-11, 2011-12, 2012-13,2013-14.. 1,868 * Pursuant to Memorandum of Understanding (MOU) signed at the time of Demerger under Sections 391 to 394 of theCompanies Act, 1956 and 2013 amongst Philips India Limited (“Demerged Company”) and Philips Lighting India Ltd. (“ResultingCompany”), above mentioned cases will be contested by Philips India Limited and the amount of Liability relating to Lighting Business, ifany, upon conclusion of cases shall be Payable by Philips Lighting India Limited to Philips India Limited on the basis of agreed upon criteriamentioned under MOU (refer note 41(a)).


Disclosure relating to regularity in payment of undisputed statutory dues [Text Block]The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ stateinsurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues applicable to it.

144



Disclosure relating to disputed statutory dues [Text Block]According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ stateinsurance, income-tax , service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues wereoutstanding, at the year end, for a period of more than six months from the date they became payable. (vii) (c) According to the records of theCompany, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess onaccount of any dispute, are as follows: Name of Statue Forum Where matter is pending Nature of matter Financial Year to which matterrelates Amount involved (in INR Million) The Central Excise Act, 1944 High Court Excise Related Matter 1991-1997 2.5 CESTAT ExciseRelated Matter 1990-94, 1991-1997,1996-1998, 1996-2001, 2000-2003, 2006-2012, 2009-2014, 2014-2015 75.5 Cenvat Related Matter2005-2006, 2005-2010, 2006-2007, 2007-2010, 2007-2011, 2009-2010, 2010-2011 151.8 Additional Commissioner of Central Excise ExciseRelated Matter 2005-2006, 2008-2010, 2015-2016 8.6 Commissioner of Central Excise Excise Related Matter 2011-16 7.9 Cenvat RelatedMatter 2005-2010, 2009-2013, 2011-2014, 2016-2017 255.7 Search and Seizure Related 2011-2016 177.1 Income Tax Act 1961* IncomeTax Appellate Tribunal, New Delhi Disallowance of Management support service charges. A.Y. 2010-11, 2011-12, 2012-13, 2013-14.. 1,868* Pursuant to Memorandum of Understanding (MOU) signed at the time of Demerger under Sections 391 to 394 of the Companies Act, 1956and 2013 amongst Philips India Limited (“Demerged Company”) and Philips Lighting India Ltd. (“Resulting Company”), above mentionedcases will be contested by Philips India Limited and the amount of Liability relating to Lighting Business, if any, upon conclusion of casesshall be Payable by Philips Lighting India Limited to Philips India Limited on the basis of agreed upon criteria mentioned under MOU (refernote 41(a)).


Disclosure in auditors report relating to default in repayment of financial dues(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted inrepayment of dues to a financial institution, bank or debenture holders or government or debenture holders and repayment in the nature ofloan to Government.


Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raisedAccording to the information and explanations given by the management, the Company has not raised any money way of initial public offer /further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to the Company and hence notcommented upon


Disclosure in auditors report relating to fraud by the company or on the company by its officers or its employeesreported during period

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to theinformation and explanations given by the management, we report that no fraud by the company or no fraud / material fraud on the companyby the officers and employees of the Company has been noticed or reported during the year


Disclosure in auditors report relating to managerial remunerationAccording to the information and explanations given by the management, the managerial remuneration has been paid / provided inaccordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.


Disclosure in auditors report relating to transactions with related partiesAccording to the information and explanations given by the management, transactions with the related parties are in compliance with section177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, asrequired by the applicable accounting standards.

145



Disclosure in auditors report relating to preferential allotment or private placement of shares or convertibledebentures

According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made anypreferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence,reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.


Disclosure in auditors report relating to non-cash transactions with directors or persons connected with himAccording to the information and explanations given by the management, the Company has not entered into any non-cash transactions withdirectors or persons connected with him as referred to in section 192 of Companies Act, 2013

146



Disclosure in auditor’s report explanatory [Text Block]

INDEPENDENT AUDITOR’S REPORT

To the Members of Philips Lighting India Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Philips Lighting India Limited (“the Company”), which comprise theBalance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the CashFlow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performanceincluding other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with the Companies(Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that givea true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to theCompany’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of

147


the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind ASfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit/loss including other comprehensive income,its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for thepurpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination ofthose books.

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statementand Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 ofthe Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors,none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Ind ASfinancial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

148


(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements – Refer Note41 to the Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeablelosses

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

______________________________

per Manoj Kumar Gupta

Partner

Membership Number: 083906

Place of Signature: Gurugram, Haryana

Date: June 29, 2018

149


[700700] Disclosures - Secretarial audit report

Details of signatories of secretarial audit report [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRSignatories of secretarial audit report [Axis] 1

01/04/2017 to

31/03/2018 Details of signatories of secretarial audit report [Abstract] Details of signatories of secretarial audit report [LineItems]

Category of secretarial auditor Secretarial auditorsfirm

Name of secretarial audit firm PI & Associates

Name of secretarial auditor signing report Nitesh Latwal

Firms registration number of secretarial audit firm 16276

Membership number of secretarial auditor 32109

Certificate of practice number of secretarial auditor 16276

Date of signing secretarial audit report 20/06/2018


to 31/03/2018

Disclosure in secretarial audit report explanatory [TextBlock] Textual information (53) [See below]

Whether secretarial audit report is applicable on company Yes

Whether secretarial audit report has been qualified or has any observation or other remarks

No

150



Disclosure in secretarial audit report explanatory [Text Block]

ANNEXURE - VI

FORM MR - 3



[Pursuant to section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration Personnel) Rules,2014]



To,

The Members,


(U74900WB2015PLC206100)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practicesby Philips Lighting India Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company, books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives during the conduct ofsecretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent based on the management representation letter/ confirmation, in the manner and subject to thereporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financialyear ended on March 31, 2018, according to the provisions of: -

151


i. The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (not applicable)

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (not applicable)

(b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (not applicable)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (not applicable)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Guidelines, 2014; (not applicable)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (not applicable)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (not applicable)

vi. We further report that with respect to the Compliance of the below mentioned laws, we have relied on the representation made by theCompany and its officers for system and mechanism framed by the Company for compliances under general laws (incl. Labour Laws, ,Environment Laws, Tax Laws, etc.) and the following Specific Laws applicable to the Company:-

The Legal Metrology Act, 2009 and The Competition Act, 2002

We have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) and The SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015; (not applicable)

152


During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven (7)days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured, if any and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the companyto monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no material events took place in the Company that has major bearing on the Company’s affairs.


Company Secretaries

NiteshLatwal

(Partner)

ACS No.: 32109

153


C P No.: 16276


Place: New Delhi

This report is to be read with our letter of even date which is annexed as “Annexure A” and forms an integral part of this report.

“Annexure A”

To,

154


The Members,


Our Secretarial Audit Report of even date is to be read along with this letter.

Maintenance of secretarial records is the responsibility of the management of the Company. Our Responsibility is to express an opinion onthese secretarial records based on our audit. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct factsare reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. Wehave not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. Where ever required, wehave obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc. Thecompliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of management. Ourexamination was limited to the verification of procedures on test basis. The Secretarial Audit Report is neither an assurance as to futureviability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.


Company Secretaries

Nitesh Latwal

Partner

ACS No.: 32109

C P No.: 16276


Place: New Delhi

155


[110000] Balance sheet

Unless otherwise specified, all monetary values are in Millions of INR31/03/2018 31/03/2017 31/03/2016

Balance sheet [Abstract] Assets [Abstract] Non-current assets [Abstract] Property, plant and equipment 1,175 1,508

Capital work-in-progress 68 75

Other intangible assets 0 0

Non-current financial assets [Abstract] Non-current investments 0 0

Trade receivables, non-current 443 139

Loans, non-current 0 0

Other non-current financial assets 163 170

Total non-current financial assets 606 309

Deferred tax assets (net) 857 711

Other non-current assets 212 227

Total non-current assets 2,918 2,830

Current assets [Abstract] Inventories 2,565 2,227

Current financial assets [Abstract] Current investments 0 0

Trade receivables, current 4,571 3,859

Cash and cash equivalents 3,935 3,567

Bank balance other than cash and cash equivalents 14 0

Loans, current 0 0

Other current financial assets 17 29

Total current financial assets 8,537 7,455

Current tax assets 80 80

Other current assets 1,190 459

Total current assets 12,372 10,221

Non-current assets classified as held for sale 184 0

Total assets 15,474 13,051

Equity and liabilities [Abstract] Equity [Abstract] Equity attributable to owners of parent [Abstract] Equity share capital 575.17 575.17 575.17

Other equity 4,244 3,700

Total equity attributable to owners of parent 4,819.17 4,275.17

Non controlling interest 0 0

Total equity 4,819.17 4,275.17

Liabilities [Abstract] Non-current liabilities [Abstract] Non-current financial liabilities [Abstract] Borrowings, non-current 59 40

Other non-current financial liabilities 150 34

Total non-current financial liabilities 209 74

Provisions, non-current 522 517

Other non-current liabilities 333 166

Total non-current liabilities 1,064 757

Current liabilities [Abstract] Current financial liabilities [Abstract] Borrowings, current 0 0

Trade payables, current (A) 6,734.83 (B) 5,916.83

Other current financial liabilities 536 449

Total current financial liabilities 7,270.83 6,365.83

Other current liabilities 1,141 889

Provisions, current 859 764

Current tax liabilities 320 0

Total current liabilities 9,590.83 8,018.83

Total liabilities 10,654.83 8,775.83

Total equity and liabilities 15,474 13,051

156


Footnotes (A) (i) Trade payables : 6735 .17 Adjusted : -0.17

(B) (i) Trade payables : 5917 .17 Adjusted : -0.17

[210000] Statement of profit and loss

Earnings per share [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClasses of equity share capital [Axis] Equity shares 1 [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017Statement of profit and loss [Abstract] Earnings per share [Abstract] Earnings per share [Line items] Basic earnings per share [Abstract] Basic earnings (loss) per share from continuing operations [INR/shares] 33.18 [INR/shares] 17.09

Total basic earnings (loss) per share [INR/shares] 33.18 [INR/shares] 17.09

Diluted earnings per share [Abstract] Diluted earnings (loss) per share from continuing operations [INR/shares] 33.18 [INR/shares] 17.09

Total diluted earnings (loss) per share [INR/shares] 33.18 [INR/shares] 17.09

157



to 31/03/2018

01/04/2016 to

31/03/2017Statement of profit and loss [Abstract] Income [Abstract] Revenue from operations 35,128 33,270

Other income 182 116

Total income 35,310 33,386

Expenses [Abstract] Cost of materials consumed 1,976 1,999

Purchases of stock-in-trade 19,459 18,081

Changes in inventories of finished goods, work-in-progress and stock-in-trade

-704 637

Employee benefit expense 3,685 3,493

Finance costs 54 27

Depreciation, depletion and amortisation expense 381 597

Other expenses 7,027 6,606

Total expenses 31,878 31,440

Profit before exceptional items and tax 3,432 1,946

Exceptional items before tax -606 -559

Total profit before tax 2,826 1,387

Tax expense [Abstract] Current tax 1,075 617

Deferred tax -157 -213

Total tax expense 918 404

Total profit (loss) for period from continuing operations 1,908 983

Total profit (loss) for period 1,908 983

Comprehensive income OCI components presented net of tax [Abstract] Whether company has other comprehensive income OCI components presented net of tax

Yes Yes

Other comprehensive income net of tax [Abstract] Components of other comprehensive income that will not be reclassified to profit or loss, net of tax [Abstract] Other comprehensive income, net of tax, gains (losses) on remeasurements of defined benefit plans (A) 20 (B) 37

Total other comprehensive income that will not be reclassified to profit or loss, net of tax

20 37

Other comprehensive income that will be reclassified to profit or loss, net of tax, others

0 0

Total other comprehensive income that will be reclassified to profit or loss, net of tax

0 0

Total other comprehensive income 20 37

Total comprehensive income 1,928 1,020

Comprehensive income OCI components presented before tax [Abstract] Whether company has comprehensive income OCI components presented before tax

No No

Other comprehensive income before tax [Abstract] Total other comprehensive income 20 37

Total comprehensive income 1,928 1,020

Earnings per share explanatory [TextBlock] Earnings per share [Abstract] Basic earnings per share [Abstract] Diluted earnings per share [Abstract]

Footnotes (A) Remeasurement (gain)/loss of defined benefit plans : -31 Income tax relating to remeasurement of defined benefit plans : 11

(B) Remeasurement (gain)/loss of defined benefit plans : -57 Income tax relating to remeasurement of defined benefit plans : 20

158


[400200] Statement of changes in equity

Statement of changes in equity [Table] ..(1)


Components of equity [Axis] Equity [Member]

Equity attributableto the equityholders of the

parent [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Other equity [Abstract] Statement of changes in equity [Line items] Equity [Abstract] Changes in equity [Abstract] Comprehensive income [Abstract] Profit (loss) for period 1,908 983 1,908

Changes in comprehensive income components 20 37 20

Total comprehensive income 1,928 1,020 1,928

Other changes in equity [Abstract] Appropriations for dividend, dividend tax and general reserve [Abstract] Dividend appropriation [Abstract] Final dividend appropriation [Abstract] Final equity dividend appropriation 1,150 0 1,150

Total final dividend appropriation 1,150 0 1,150

Total dividend appropriation 1,150 0 1,150

Equity dividend tax appropriation 234 0 234

Total appropriations for dividend, dividend tax and retained earnings

1,384 0 1,384

Total other changes in equity -1,384 0 -1,384

Total increase (decrease) in equity 544 1,020 544

Other equity at end of period 4,244 3,700 2,680 4,244



Components of equity [Axis] Equity attributable to the equityholders of the parent [Member]

Reserves [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Other equity [Abstract] Statement of changes in equity [Line items] Equity [Abstract] Changes in equity [Abstract] Comprehensive income [Abstract] Profit (loss) for period 983 1,908 983



Other changes in equity [Abstract] Appropriations for dividend, dividend tax and general reserve [Abstract] Dividend appropriation [Abstract] Final dividend appropriation [Abstract] Final equity dividend appropriation 0 1,150 0

Total final dividend appropriation 0 1,150 0

Total dividend appropriation 0 1,150 0



0 1,384 0

Total other changes in equity 0 -1,384 0

Total increase (decrease) in equity 1,020 544 1,020


159




Components of equity [Axis] Reserves[Member]

Capital reserves [Member]

31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Other equity [Abstract] Statement of changes in equity [Line items] Equity [Abstract] Changes in equity [Abstract] Comprehensive income [Abstract] Profit (loss) for period 0 0

Total comprehensive income 0 0

Total increase (decrease) in equity 0 0




Components of equity [Axis] Retained earnings [Member] Other retainedearning [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Other equity [Abstract] Statement of changes in equity [Line items] Equity [Abstract] Changes in equity [Abstract] Comprehensive income [Abstract] Profit (loss) for period 1,908 983 1,908



Other changes in equity [Abstract] Appropriations for dividend, dividend tax and general reserve [Abstract] Dividend appropriation [Abstract] Final dividend appropriation [Abstract] Final equity dividend appropriation 1,150 0 1,150

Total final dividend appropriation 1,150 0 1,150

Total dividend appropriation 1,150 0 1,150



1,384 0 1,384

Total other changes in equity -1,384 0 -1,384

Total increase (decrease) in equity 544 1,020 544

Other equity at end of period 2,135 1,591 571 2,135

160



Unless otherwise specified, all monetary values are in Millions of INRComponents of equity [Axis] Other retained earning [Member]

01/04/2016 to

31/03/201731/03/2016

Other equity [Abstract] Statement of changes in equity [Line items] Equity [Abstract] Changes in equity [Abstract] Comprehensive income [Abstract] Profit (loss) for period 983

Changes in comprehensive income components 37

Total comprehensive income 1,020

Other changes in equity [Abstract] Appropriations for dividend, dividend tax and general reserve [Abstract] Dividend appropriation [Abstract] Final dividend appropriation [Abstract] Final equity dividend appropriation 0

Total final dividend appropriation 0

Total dividend appropriation 0

Equity dividend tax appropriation 0

Total appropriations for dividend, dividend tax and retained earnings 0

Total other changes in equity 0

Total increase (decrease) in equity 1,020

Other equity at end of period 1,591 571

161


[320000] Cash flow statement, indirect


to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Statement of cash flows [Abstract] Whether cash flow statement is applicable on company Yes Yes

Cash flows from used in operating activities [Abstract] Profit before tax 2,826 1,387

Adjustments for reconcile profit (loss) [Abstract] Adjustments for decrease (increase) in inventories -337 628

Adjustments for decrease (increase) in trade receivables, non-current (A) -1,009 (B) 646

Adjustments for other financial assets, non-current (C) -719 (D) -202

Adjustments for increase (decrease) in trade payables, non-current 853 1,760

Adjustments for increase (decrease) in other non-current liabilities (E) 612 (F) -354

Adjustments for depreciation and amortisation expense 381 597

Adjustments for provisions, non-current (G) 74 (H) 36

Adjustments for interest income 162 74

Other adjustments for non-cash items (I) 113 (J) 12

Total adjustments for reconcile profit (loss) -194 3,049

Net cash flows from (used in) operations 2,632 4,436

Income taxes paid (refund) 755 668

Net cash flows from (used in) operating activities 1,877 3,768

Cash flows from used in investing activities [Abstract] Proceeds from sales of property, plant and equipment 17 18

Purchase of property, plant and equipment 219 278

Interest received (K) 117 (L) 74

Net cash flows from (used in) investing activities -85 -186

Cash flows from used in financing activities [Abstract]

Dividends paid (M) 1,370(N) 0

Interest paid 54 27

Net cash flows from (used in) financing activities -1,424 -27

Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes

368 3,555

Net increase (decrease) in cash and cash equivalents 368 3,555

Cash and cash equivalents cash flow statement at end of period 3,935 3,567 12

Footnotes (A) (Increase)/ (decrease) in trade receivables : -1009

(B) (Increase)/ (decrease) in trade receivables : 646

(C) (Increase)/ (decrease) in other financial assets : 18 (Increase) in other assets : -737

(D) (Increase)/ (decrease) in other financial assets : -43 (Increase) in other assets : -159

(E) Increase in other liabilities : 419 Increase / (decrease) in other financial liabilities : 193

(F) Increase in other liabilities : 293 Increase / (decrease) in other financial liabilities : -647

(G) Increase in provisions : 74

(H) Increase in provisions : 36

(I) Impairment loss on trade receivable : 42 Unrealized forex exchange (gain)/loss : 17 Interest expense : 54

(J) Impairment loss on trade receivable : 30 Unrealized forex exchange (gain)/loss : -45 Interest expense : 27

(K) Interest income : 117

(L) Interest income : 74

(M) Dividends paid to equity shareholders : -1370

(N) Dividends paid to equity shareholders : 0

162


[610100] Notes - List of accounting policies


to 31/03/2018

01/04/2016 to

31/03/2017

Disclosure of significant accounting policies [TextBlock] Textual information (54) [See below]


163



Disclosure of significant accounting policies [Text Block]

1. Significant Accounting Policies

The Company has consistently applied the following accounting policies to all periods presented in the financial statements.

a). Basis of preparation and measurement

The Ind AS financial statements of the Company have been prepared in accordance with Indian Accounting standards (Ind AS) notifiedunder the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

The financial statements have been prepared on a historical cost basis except the following items, which are measured on fair value basis oneach reporting date:

- Certain financial assets and liabilities that is measured at fair value (Refer Note 38)

- Defined benefit liability/(assets): fair value of plan assets less present value of defined benefit obligation (Refer Note 37)

The financial statements are presented in Indian Rupees ('INR') in millions and all amounts are rounded to nearest million, except number ofshares, face value of share, earning/ (loss) per share or wherever otherwise indicated.

These financial statements were authorised for issue by the Board of Directors on 29 June 2018.

b). Significant accounting judgments estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect thereported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of theasset or liability affected in future periods.

Judgments

164


In the process of applying the Company’s accounting policies, management has made the following judgments, which have the mostsignificant effect on the amounts recognized in the financial statements.

Operating lease commitments — Company as lessee

The Company has taken various commercial properties on leases. The Company has determined, based on an evaluation of the terms andconditions of the arrangements, such as the lease term not constituting a substantial portion of the economic life of the commercial property,and that it does not retain all the significant risks and rewards of ownership of these properties and accounts for the contracts as operatingleases.

Assessment of lease contracts

Significant judgment is required to apply lease accounting rules under Appendix C to Ind AS 17: determining whether an Arrangementcontains a Lease. In assessing the applicability to arrangements entered into by the Company, management has exercised judgment toevaluate the right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significantterms and conditions of the arrangement to conclude whether the arrangements meet the criteria under Appendix C to Ind AS 17.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant riskof causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. TheCompany based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstancesand assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of theCompany. Such changes are reflected in the assumptions when they occur.

Share-based payment payments

The cost of cash-settled transactions is measured initially at fair value at the grant date using a "Black-Scholes" option pricing model, furtherdetails of which are given in Note 39. This fair value is expensed over the period until the vesting date with recognition of a correspondingliability. The liability is remeasured to fair value at each reporting date up to, and including the settlement date, with changes in fair valuerecognised in employee benefits expense.

165


Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of futuretaxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements,differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate futureadjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount ofsuch provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by thetaxable entity and the responsible tax authority.

Gratuity benefit

The cost of defined benefit pension plans and other post-employment medical benefits and the present value of the pension obligation aredetermined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actualdevelopments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pensionincreases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highlysensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

In determining the appropriate discount rate, management considers the interest rates of long term government bonds with extrapolatedmaturity corresponding to the expected duration of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Future salary increases and pension increases are based on expected futureinflation rates for the respective countries. Further details about the assumptions used, including a sensitivity analysis, are given in Note 37.

Useful life of Property, plant and equipment

For the useful life of Property, plant and equipment’s refer note no 3 on Property, plant and equipment.

Fair value measurement of financial instrument

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices inactive markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to thesemodels are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fairvalues. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about thesefactors could affect the reported fair value of financial instruments. Refer Note 38

166


Impairment of financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. The Company usesjudgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existingmarket conditions as well as forward looking estimates at the end of each reporting period.

Impairment of non-Financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or whenannual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An assets recoverable amount isthe higher of an asset's or CGU'S fair value less cost of disposal and its value in use. It is determined for an individual asset, unless the assetdoes not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of anasset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflectscurrent market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal,recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. Thesecalculations are corroborated by valuation multiples, or other fair value indicators.

167















Judgments

168











169


Taxes


Gratuity benefit








170







[610200] Notes - Corporate information and statement of IndAs compliance


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of corporate information notes and other explanatory information [TextBlock]

Statement of Ind AS compliance [TextBlock] Textual information (56) [See below]


Whether there is any departure from Ind AS No No

Whether there are reclassifications to comparative amounts No No

Description of reason why reclassification of comparative amounts is impracticable

NA NA

Description of nature of necessary adjustments to provide comparative information

NA NA

Disclosure of significant accounting policies [TextBlock] Textual information (58) [See below]


171



Statement of Ind AS compliance [Text Block]












Judgments

172











173


Taxes


Gratuity benefit








174







175



Statement of Ind AS compliance [Text Block]












Judgments

176











177


Taxes


Gratuity benefit








178







179















Judgments

180











181


Taxes


Gratuity benefit








182







183















Judgments

184











185


Taxes


Gratuity benefit








186







[610300] Notes - Accounting policies, changes in accounting estimates and errors


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of changes in accounting policies, accounting estimates and errors [TextBlock] Disclosure of initial application of standards or interpretations [TextBlock] Whether initial application of an Ind AS has an effect on the current period or any prior period

No No

Disclosure of voluntary change in accounting policy [TextBlock] Whether there is any voluntary change in accounting policy No No

Disclosure of changes in accounting estimates [TextBlock] Whether there are changes in acounting estimates during the year No No

187


[400600] Notes - Property, plant and equipment

Disclosure of detailed information about property, plant and equipment [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Property, plant and equipment [Member]

Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member]Carrying amount accumulated depreciation and gross carrying

amount [Axis]Carrying amount [Member] Gross carrying amount [Member]

31/03/2018 31/03/201701/04/2017

to 31/03/2018

01/04/2016 to

31/03/2017 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Additions other than through business combinations, property, plant and equipment

244 270

Disposals and retirements, property, plant and equipment [Abstract] Disposals, property, plant and equipment

219 105

Total disposals and retirements, property, plant and equipment

219 105

Decrease through classified as held for sale, property, plant and equipment

1,586

Total increase (decrease) in property, plant and equipment

-1,561 165

Property, plant and equipment at end of period

1,175 1,508 5,352 6,913

188



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Property, plant and equipment [Member]


amount [Axis]Gross carrying

amount [Member]Accumulated depreciation and impairment [Member]

31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Depreciation, property, plant and equipment [Abstract] Depreciation recognised in profit or loss

327 374

Total Depreciation property plant and equipment

327 374

Impairment loss recognised in profit or loss, property, plant and equipment

54


208 -133


208 -133


1,401


-1,228 507


6,748 4,177 5,405 4,898


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Land [Member]


amount [Axis]Carrying amount [Member] Gross carrying

amount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Decrease through classified as held for sale, property, plant and equipment

38 38


-38 0 -38


4 42 42 4

189





amount [Axis]Gross carrying amount [Member] Accumulated depreciation and

impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Total increase (decrease) in property, plant and equipment

0 0 0


42 42 0 0



Sub classes of property, plant and equipment [Axis] Owned and leasedassets [Member]

Owned assets [Member]

Carrying amount accumulated depreciation and gross carryingamount [Axis]

Accumulateddepreciation and

impairment[Member]

Carrying amount [Member]

31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Decrease through classified as held for sale, property, plant and equipment

38


-38 0


0 4 42 42

190




Sub classes of property, plant and equipment [Axis] Owned assets [Member]


Gross carrying amount [Member]


impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Decrease through classified as held for sale, property, plant and equipment

38


-38 0 0


4 42 (A) 42 0

Footnotes (A) Freehold land* : 42


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Land [Member] Buildings [Member]

Sub classes of property, plant and equipment [Axis] Owned assets [Member] Owned and leased assets [Member]Carrying amount accumulated depreciation and gross carrying

amount [Axis]Accumulated depreciation and

impairment [Member]Carrying amount [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


4 10

Depreciation, property, plant and equipment [Abstract] Depreciation recognised in profit or loss

-28 -28


-28 -28


-3


11


11


119


0 -146 -29


0 0 291 437

191



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Buildings [Member]


amount [Axis]Carrying amount

[Member]Gross carrying amount [Member]

31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Additions other than through business combinations, property, plant and equipment

4 10


1


1


257


-253 9


466 593 846 837

192




Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member] Owned assets[Member]


Accumulated depreciation and impairment [Member] Gross carryingamount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


4


28 28


28 28


3


-10


-10


138 257


-107 38 -253


302 409 371 593

193




Sub classes of property, plant and equipment [Axis] Owned assets [Member]Carrying amount accumulated depreciation and gross carrying


impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


10


28 28


28 28


3


1 -10


1 -10


138


9 -107 38


846 837 302 409

194




Classes of property, plant and equipment [Axis] Buildings[Member]

Office building [Member]

Sub classes of property, plant and equipment [Axis] Owned assets[Member]

Owned and leased assets [Member]



impairment[Member]


31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


4 10


-28 -28


-28 -28


-3


11


11


119


-146 -29


371 291 437 466

195



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Office building [Member]

Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member]




impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


4 10


28


28


3


1


1


257 138


-253 9 -107


593 846 837 302

196




Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member] Owned assets [Member]Carrying amount accumulated depreciation and gross carrying



01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


4 10


28 -28 -28


28 -28 -28


-3


-10 11


-10 11


119


38 -146 -29


409 371 291 437

197







31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


4 10


1


1


257


-253 9


466 593 846 837

198




Classes of property, plant and equipment [Axis] Office building [Member]Plant andequipment[Member]

Sub classes of property, plant and equipment [Axis] Owned assets [Member] Owned and leasedassets [Member]


Accumulated depreciation and impairment [Member] Carrying amount[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


146


28 28 -217


28 28 -217


3 -51


(A) -10 4


-10 4


138 19


-107 38 -145


302 409 371 694

(A) Impairment : -11 Deletions : 1

199



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Plant and equipment [Member]



01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


208 146 208


-275


-275


215 160 63


215 160 63


1,250


-282 -1,264 145


839 1,121 4,262 5,526

200







31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


217 275


217 275


51


156 -152


156 -152


1,231


-1,119 427


5,381 3,568 4,687 4,260

201








impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


146 208


217


217


51


160 63 156


160 63 156


1,250 1,231


-1,264 145 -1,119


4,262 5,526 5,381 3,568

202



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Plant and equipment [Member] Factory equipments [Member]




01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


146 208


275 -217 -275


275 -217 -275


-51


-152 4 215


-152 4 215


19


427 -145 -282


4,687 4,260 694 839

203



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Factory equipments [Member]




31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


146 208


160 63


160 63


1,250


-1,264 145


1,121 4,262 5,526 5,381

204







01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


146


217 275 -217


217 275 -217


51 -51


156 -152 4


156 -152 4


1,231 19


-1,119 427 -145


3,568 4,687 4,260 694

205






01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


208 146 208


-275


-275


215 160 63


215 160 63


1,250


-282 -1,264 145


839 1,121 4,262 5,526

206







31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


217 275


217 275


51


156 (A) -152


156 -152


1,231


-1,119 427


5,381 3,568 4,687 4,260

(A) Impairment : -211 Deletions : 59

207



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Furniture and fixtures [Member]



amount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


4 11 4


-16 -14


-16 -14


0 1 1


0 1 1


6 32


-18 -4 -29


40 58 62 149

208






impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


11


16 14


16 14


1 -1


1 -1


26


11 -11 15


178 167 109 120

209




Sub classes of property, plant and equipment [Axis] Owned and leasedassets [Member]

Owned assets [Member]



impairment[Member]


31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


4 11


-16 -14


-16 -14


0 1


0 1


6


-18 -4


105 40 58 62

210








impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


4 11


16


16


1 1


1 1


32 26


-29 11 -11


149 178 167 109

211



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Furniture and fixtures [Member] Vehicles [Member]




01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


50 41


14 -39 -39


14 -39 -39


-1 7 11


-1 7 11


15 4 -9


120 105 73 69


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Vehicles [Member]




31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


50 41


54 41


54 41


-4 0


78 126 130 130

212






Accumulated depreciation and impairment [Member] Gross carryingamount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


50


39 39


39 39


47 30 54


47 30 54


-8 9 -4


53 61 52 126

213






impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


41


39 39


39 39


41 47 30


41 47 30


0 -8 9


130 130 53 61

214



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Vehicles [Member] Motor vehicles [Member]





impairment[Member]


31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


50 41


-39 -39


-39 -39


7 11


7 11


4 -9


52 73 69 78

215



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Motor vehicles [Member]





impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


50 41


39


39


54 41 47


54 41 47


-4 0 -8


126 130 130 53

216







01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


50 41


39 -39 -39


39 -39 -39


30 7 11


30 7 11


9 4 -9


61 52 73 69






31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


50 41


54 41


54 41


-4 0


78 126 130 130

217




Classes of property, plant and equipment [Axis] Motor vehicles [Member] Office equipment[Member]




01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


1


39 39 -6


39 39 -6


47 30 0


47 30 0


3


-8 9 -8


53 61 52 19

218



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Office equipment [Member]



01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


1


-5


-5


4


4


9


-5 -12 0


27 32 70 82

219







31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


6 5


6 5


4


4


6


-4 5


82 51 55 50

220






amount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


1 1


-6 -5


-6 -5


0 4


0 4


3 9


-8 -5 -12


19 27 32 70

221






impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Depreciation, property, plant and equipment [Abstract] Depreciation recognised in profit or loss

6 5


6 5


4


4


6


0 -4 5


82 82 51 55



Classes of property, plant and equipment [Axis] Office equipment[Member]

Computer equipments [Member]





impairment[Member]


31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


21


-4


-4


17 0


50 17 0 0

222



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Computer equipments [Member]





impairment[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


21


4


4


21 0 4


21 0 0 4






01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


21


-4


-4


0 17 0


0 0 17 0

223







31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


21


21 0


0 21 0 0



Classes of property, plant and equipment [Axis] Computer equipments [Member]Leasehold

improvements[Member]




01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


18


4 -17


4 -17


4 0 1


4 0 0 37

224



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Leasehold improvements [Member]



01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to


18


-13


-13


-13 18 0


36 49 127 109






31/03/201601/04/2017

to 31/03/2018

01/04/2016 to

31/03/201731/03/2016


17 13


17 13


17 13


109 90 73 60

225






amount [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to


18 18


-17 -13


-17 -13


1 -13 18


37 36 49 127





impairment [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Changes in property, plant and equipment [Abstract] Depreciation, property, plant and equipment [Abstract] Depreciation recognised in profit or loss

17 13


17 13


0 17 13


109 109 90 73

226




Classes of property, plant and equipment [Axis]Leasehold

improvements[Member]


Carrying amount accumulated depreciation and gross carrying amount [Axis]


impairment[Member]

31/03/2016 Disclosure of detailed information about property, plant and equipment [Abstract] Disclosure of detailed information about property, plant and equipment [Line items] Reconciliation of changes in property, plant and equipment [Abstract] Property, plant and equipment at end of period 60

Disclosure of additional information about property plant and equipment [Table] ..(1)


Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member] Owned assets [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of additional information about property plant and equipment [Abstract] Disclosure of additional information about property plant and equipment [Line items] Depreciation method, property, plant and equipment

Refer to childmember


on Straight LineMethod


Useful lives or depreciation rates, property, plant and equipment



useful lives given inSchedule II of theCompanies Act.


Whether property, plant and equipment are stated at revalued amount

No No No No


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Buildings [Member] Office building [Member]

Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member] Owned and leased assets [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Office building [Member] Plant and equipment [Member]

Sub classes of property, plant and equipment [Axis] Owned assets [Member] Owned and leased assets [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No

227





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No




01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No


Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Vehicles [Member] Motor vehicles [Member]

Sub classes of property, plant and equipment [Axis] Owned and leased assets [Member] Owned and leased assets [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No

228



Unless otherwise specified, all monetary values are in Millions of INRClasses of property, plant and equipment [Axis] Motor vehicles [Member] Office equipment [Member]

Sub classes of property, plant and equipment [Axis] Owned assets [Member] Owned and leased assets [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to












No No No No




01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of additional information about property plant and equipment [Abstract] Disclosure of additional information about property plant and equipment [Line items]

Depreciation method, property, plant and equipment on Straight LineMethod


Useful lives or depreciation rates, property, plant and equipment useful lives given inSchedule II of theCompanies Act.


Whether property, plant and equipment are stated at revalued amount No No

[612100] Notes - Impairment of assets


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of impairment of assets [TextBlock] Disclosure of impairment loss and reversal of impairment loss [TextBlock] Whether there is any impairment loss or reversal of impairment loss during the year

No No

Disclosure of information for impairment loss recognised or reversed for individual Assets or cash-generating unit [TextBlock] Whether impairment loss recognised or reversed for individual Assets or cash-generating unit

No No

[400700] Notes - Investment property


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of investment property [TextBlock] Depreciation method, investment property, cost model NA NA

Useful lives or depreciation rates, investment property, cost model NA NA

229


[400900] Notes - Other intangible assets

Disclosure of detailed information about other intangible assets [Table] ..(1)


Classes of other intangible assets [Axis] Company other intangible assets[Member]

Sub classes of other intangible assets [Axis]Internally generated and other than

internally generated intangible assets[Member]

Carrying amount accumulated amortization and impairment and gross carrying amount [Axis] Carrying amount [Member]

31/03/2018 31/03/2017 Disclosure of detailed information about other intangible assets [Abstract] Disclosure of detailed information about other intangible assets [Line items] Reconciliation of changes in other intangible assets [Abstract] Other intangible assets at end of period 0 0


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of other intangible assets [TextBlock] Disclosure of detailed information about other intangible assets [TextBlock] Disclosure of intangible assets with indefinite useful life [TextBlock] Whether there are intangible assets with indefinite useful life No No

[401000] Notes - Biological assets other than bearer plants


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of biological assets, agriculture produce at point of harvest and government grants related to biological assets [TextBlock] Depreciation method, biological assets other than bearer plants, at cost NA NA

Useful lives or depreciation rates, biological assets other than bearer plants, at cost

NA NA

[611100] Notes - Financial instruments

Disclosure of financial liabilities [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClasses of financial liabilities [Axis] Financial liabilities at amortised cost, class [Member]

Categories of financial liabilities [Axis] Financial liabilities, category [Member] Financial liabilities at amortised cost,category [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Disclosure of financial liabilities [Abstract] Disclosure of financial liabilities [Line items] Financial liabilities 7,480 6,440 7,480 6,440

Financial liabilities, at fair value 7,480 6,440 7,480 6,440

Disclosure of financial assets [Table] ..(1)


Classes of financial assets [Axis] Financial assets at amortised cost, class[Member]

Trade receivables [Member]

Categories of financial assets [Axis] Financial assets, category [Member] Financial assets, category [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Disclosure of financial assets [Abstract] Disclosure of financial assets [Line items] Financial assets 443 139 443 139

Financial assets, at fair value 443 139 443 139

230




Classes of financial assets [Axis] Trade receivables [Member] Financial assets at fair value, class[Member]

Categories of financial assets [Axis] Financial assets at amortised cost,category [Member]

Financial assets, category [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Disclosure of financial assets [Abstract] Disclosure of financial assets [Line items] Financial assets 443 139 8,687 7,625

Financial assets, at fair value 443 139 8,687 7,625


Unless otherwise specified, all monetary values are in Millions of INRClasses of financial assets [Axis] Equity investments [Member]

Categories of financial assets [Axis] Financial assets, category [Member]Financial assets at fair value through

other comprehensive income, category[Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Disclosure of financial assets [Abstract] Disclosure of financial assets [Line items] Financial assets 8,687 7,625 8,687 7,625

Financial assets, at fair value 8,687 7,625 8,687 7,625


Unless otherwise specified, all monetary values are in Millions of INRClasses of financial assets [Axis] Equity investments [Member]

Categories of financial assets [Axis]Investments in equity instruments

designated at fair value through othercomprehensive income [Member]

31/03/2018 31/03/2017 Disclosure of financial assets [Abstract] Disclosure of financial assets [Line items] Financial assets 8,687 7,625

Financial assets, at fair value 8,687 7,625

[611600] Notes - Non-current asset held for sale and discontinued operations


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of non-current assets held for sale and discontinued operations [TextBlock] Net cash flows from (used in) operating activities, continuing operations

1,877 3,768

Net cash flows from (used in) operating activities 1,877 3,768

Net cash flows from (used in) investing activities, continuing operations

-85 -186

Net cash flows from (used in) investing activities -85 -186

Net cash flows from (used in) financing activities, continuing operations

-1,424 -27

Net cash flows from (used in) financing activities -1,424 -27

Description of non-current Assets or disposal group held for sale which were sold or reclassified



Explanation of facts and circumstances of sale or reclassification and expected disposal, manner and timing



231



Description of non-current Assets or disposal group held for sale which were sold or reclassifiedThe management is under the process of close down mohali CFL plant in a one-year time frame due to the phase out of CFL-I lamps in theIndian market and rapid shift to LED. Accordingly, assets pertaining to mohali plant mentioned below, has been classified as 'held forsale'and has been recorded at lower of carrying value and fair value less cost to sell as per the requirement of IND AS 105. Sale of theseassets are expected to be completed within next 12 months. Particulars Net Block (rupees million) Buildings 119 Land 38 Plant & Machinery and other assets 27 Total 184


Description of non-current Assets or disposal group held for sale which were sold or reclassifiedThe management is under the process of close down mohali CFL plant in a one-year time frame due to the phase out of CFL-I lamps in theIndian market and rapid shift to LED. Accordingly, assets pertaining to mohali plant mentioned below, has been classified as 'held forsale'and has been recorded at lower of carrying value and fair value less cost to sell as per the requirement of IND AS 105. Sale of theseassets are expected to be completed within next 12 months. Particulars Net Block (rupees million) Buildings 119 Land 38 Plant & Machinery and other assets 27 Total 184


Explanation of facts and circumstances of sale or reclassification and expected disposal, manner and timingThe management is under the process of close down mohali CFL plant in a one-year time frame due to the phase out of CFL-I lamps in theIndian market and rapid shift to LED. Accordingly, assets pertaining to mohali plant mentioned below, has been classified as 'held forsale'and has been recorded at lower of carrying value and fair value less cost to sell as per the requirement of IND AS 105. Sale of theseassets are expected to be completed within next 12 months. Particulars Net Block (rupees million) Buildings 119 Land 38 Plant & Machinery and other assets 27 Total 184


Explanation of facts and circumstances of sale or reclassification and expected disposal, manner and timingThe management is under the process of close down mohali CFL plant in a one-year time frame due to the phase out of CFL-I lamps in theIndian market and rapid shift to LED. Accordingly, assets pertaining to mohali plant mentioned below, has been classified as 'held forsale'and has been recorded at lower of carrying value and fair value less cost to sell as per the requirement of IND AS 105. Sale of theseassets are expected to be completed within next 12 months. Particulars Net Block (rupees million) Buildings 119 Land 38 Plant & Machinery and other assets 27 Total 184

232


[400100] Notes - Equity share capital

Disclosure of shareholding more than five per cent in company [Table] ..(1)


Name of shareholder [Axis] Name of shareholder [Member] Shareholder 1 [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

Type of share Refer to childmember


Equity Equity

Disclosure of shareholding more than five per cent in company [Abstract] Disclosure of shareholding more than five per cent in company [LineItems]



Equity Equity

Name of shareholder Refer to childmember


Philips LightingHolding BV

Philips LightingHolding BV

Country of incorporation or residence of shareholder

NETHERLANDS NETHERLANDS

Number of shares held in company [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242

Percentage of shareholding in company 96.13% 96.13% 96.13% 96.13%

233


Disclosure of classes of equity share capital [Table] ..(1)


Classes of equity share capital [Axis] Equity shares [Member] Equity shares 1[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Disclosure of classes of equity share capital [Abstract] Disclosure of classes of equity share capital [Line items]


Number of shares authorised [shares] 5,80,00,000 [shares] 5,80,00,000 [shares] 5,80,00,000

Value of shares authorised 580 580 580

Number of shares issued [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242

Value of shares issued 575.17 575.17 575.17

Number of shares subscribed and fully paid [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242

Value of shares subscribed and fully paid 575.17 575.17 575.17

Number of shares subscribed but not fully paid [shares] 0 [shares] 0 [shares] 0

Value of shares subscribed but not fully paid 0 0 0

Total number of shares subscribed [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242

Total value of shares subscribed 575.17 575.17 575.17

Value of shares paid-up [Abstract] Number of shares paid-up [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242

Value of shares called 575.17 575.17 575.17

Value of shares paid-up 575.17 575.17 575.17

Par value per share [INR/shares] 10

Amount per share called in case shares not fully called

[INR/shares] 575.17

Reconciliation of number of shares outstanding [Abstract] Changes in number of shares outstanding [Abstract] Increase in number of shares outstanding [Abstract] Number of other issues of shares [shares] 0 [shares] 0 [shares] 0

Total aggregate number of shares issued during period

[shares] 0 [shares] 0 [shares] 0

Total increase (decrease) in number of shares outstanding

[shares] 0 [shares] 0 [shares] 0

Number of shares outstanding at end of period [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242 [shares] 5,75,17,242

Reconciliation of value of shares outstanding [Abstract] Changes in equity share capital [Abstract] Increase in equity share capital during period [Abstract] Amount of other issues during period 0 0 0

Total aggregate amount of increase in equity share capital during period

0 0 0

Total increase (decrease) in share capital 0 0 0

Equity share capital at end of period 575.17 575.17 575.17 575.17

Shares in company held by holding company or ultimate holding company or by its subsidiaries or associates [Abstract] Shares in company held by holding company [shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242

Shares in company held by ultimate holding company

[shares] 0 [shares] 0

Shares in company held by associates of its holding company

[shares] 0 [shares] 0

Total shares in company held by holding company or ultimate holding company or by its subsidiaries or associates

[shares] 5,52,90,242 [shares] 5,52,90,242 [shares] 5,52,90,242

Details of application money received for allotment of securities and due for refund and interest accrued thereon [Abstract] Application money received for allotment of securities and due for refund and interest accrued thereon [Abstract] Total application money received for allotment of securities and due for refund and interest accrued thereon

0 0 0

234



Disclosure of classes of equity share capital [Table] ..(2)


01/04/2016 to

31/03/201731/03/2016

Disclosure of classes of equity share capital [Abstract] Disclosure of classes of equity share capital [Line items]


Number of shares authorised [shares] 5,80,00,000

Value of shares authorised 580

Number of shares issued [shares] 5,75,17,242

Value of shares issued 575.17

Number of shares subscribed and fully paid [shares] 5,75,17,242

Value of shares subscribed and fully paid 575.17

Number of shares subscribed but not fully paid [shares] 0

Value of shares subscribed but not fully paid 0

Total number of shares subscribed [shares] 5,75,17,242

Total value of shares subscribed 575.17

Value of shares paid-up [Abstract] Number of shares paid-up [shares] 5,75,17,242

Value of shares called 575.17

Value of shares paid-up 575.17

Par value per share [INR/shares] 10

Amount per share called in case shares not fully called [INR/shares] 575.17

Reconciliation of number of shares outstanding [Abstract] Changes in number of shares outstanding [Abstract] Increase in number of shares outstanding [Abstract] Number of other issues of shares [shares] 0

Total aggregate number of shares issued during period [shares] 0

Total increase (decrease) in number of shares outstanding [shares] 0

Number of shares outstanding at end of period [shares] 5,75,17,242 [shares] 5,75,17,242

Reconciliation of value of shares outstanding [Abstract] Changes in equity share capital [Abstract] Increase in equity share capital during period [Abstract] Amount of other issues during period 0

Total aggregate amount of increase in equity share capital during period 0

Total increase (decrease) in share capital 0

Equity share capital at end of period 575.17 575.17

Shares in company held by holding company or ultimate holding company or by its subsidiaries or associates [Abstract] Shares in company held by holding company [shares] 5,52,90,242

Total shares in company held by holding company or ultimate holding company or by its subsidiaries or associates

[shares] 5,52,90,242

Details of application money received for allotment of securities and due for refund and interest accrued thereon [Abstract] Application money received for allotment of securities and due for refund and interest accrued thereon [Abstract] Total application money received for allotment of securities and due for refund and interest accrued thereon

0



to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of notes on equity share capital explanatory [TextBlock] Whether there are any shareholders holding more than five per cent shares in company

Yes Yes

Whether money raised from public offering during year No No

235


[400300] Notes - Borrowings

Classification of borrowings [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClassification based on current non-current [Axis] Non-current [Member]

Classification of borrowings [Axis] Borrowings [Member]

Subclassification of borrowings [Axis] Secured/Unsecured borrowings[Member]

Unsecured borrowings [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Borrowings notes [Abstract] Details of borrowings [Abstract] Details of borrowings [Line items] Borrowings 59 40 59 40

Classification of borrowings [Table] ..(2)


Classification of borrowings [Axis] Long-term maturities of finance leaseobligations [Member]

Subclassification of borrowings [Axis] Unsecured borrowings [Member]

31/03/2018 31/03/2017 Borrowings notes [Abstract] Details of borrowings [Abstract] Details of borrowings [Line items] Borrowings 59 40

[612700] Notes - Income taxes

Disclosure of temporary difference, unused tax losses and unused tax credits [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRTemporary difference, unused tax losses and unused tax credits

[Axis]Temporary differences [Member] Depreciation amortisation impairment

[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of temporary difference, unused tax losses and unused tax credits [Abstract] Disclosure of temporary difference, unused tax losses and unused tax credits [Line items] Deferred tax assets and liabilities [Abstract] Net deferred tax liability (assets) 0 0 0 0

Net deferred tax assets and liabilities [Abstract] Net deferred tax assets 857 711 (A) 857 (B) 711

Reconciliation of changes in deferred tax liability (assets) [Abstract] Changes in deferred tax liability (assets) [Abstract] Total increase (decrease) in deferred tax liability (assets)

0 0 0 0

Deferred tax liability (assets) at end of period

0 0 0 0

(A) As at 31 March 2016 Recognized in P&L MAT Utilized Recognized in OCI As at 31 March 2017 (Rupees in million) (Rupeesin million) (Rupees in million) (Rupees in million) (Rupees in million) Deferred tax assets Property, plant and equipment - 66 - - 66Employee benefits 309 141 - (20) 430 Financial assets 176 2 - - 178 Other assets 42 (5) - - 37 Minimum alternative tax creditentitlement 10 - (10) - - Sub- total (a) 537 204 (10) (20) 711 Deferred tax liabilities Property, plant and equipment 10 (10) - - 0 Sub-total (b) 10 (10) - - 0 Net deferred tax assets (a)-(b) 527 214 (10) (20) 711

(B) As at 31 March 2016 Recognized in P&L MAT Utilized Recognized in OCI As at 31 March 2017 (Rupees in million) (Rupees inmillion) (Rupees in million) (Rupees in million) (Rupees in million) Deferred tax assets Property, plant and equipment - 66 - - 66Employee benefits 309 141 - (20) 430 Financial assets 176 2 - - 178 Other assets 42 (5) - - 37 Minimum alternative tax creditentitlement 10 - (10) - - Sub- total (a) 537 204 (10) (20) 711 Deferred tax liabilities Property, plant and equipment 10 (10) - - 0 Sub-total (b) 10 (10) - - 0 Net deferred tax assets (a)-(b) 527 214 (10) (20) 711

236



to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of income tax [TextBlock] Major components of tax expense (income) [Abstract] Current tax expense (income) and adjustments for current tax of prior periods [Abstract] Current tax expense (income) 1,075 617

Total current tax expense (income) and adjustments for current tax of prior periods

1,075 617

Other components of deferred tax expense (income) -157 -213

Total tax expense (income) 918 404

Disclosure of temporary difference, unused tax losses and unused tax credits [TextBlock] Disclosure of temporary difference, unused tax losses and unused tax credits [Abstract] Deferred tax assets and liabilities [Abstract] Net deferred tax assets and liabilities [Abstract] Reconciliation of changes in deferred tax liability (assets) [Abstract] Changes in deferred tax liability (assets) [Abstract] Reconciliation of accounting profit multiplied by applicable tax rates [Abstract] Other tax effects for reconciliation between accounting profit and tax expense (income)

918 404

Total tax expense (income) 918 404

[611000] Notes - Exploration for and evaluation of mineral resources


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of exploration and evaluation assets [TextBlock] Whether there are any exploration and evaluation activities No No

[611900] Notes - Accounting for government grants and disclosure of government assistance


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of accounting for government grants and disclosure of government assistance [TextBlock] Whether company has received any government grant or government assistance No No

[401100] Notes - Subclassification and notes on liabilities and assets

Other non-current liabilities others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther non-current liabilities others [Axis] 1

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other non-current liabilities [Abstract] Other non-current liabilities others 333 166

Other non-current liabilities others [Abstract] Other non-current liabilities others [Line items] Description of other non-current liabilities others Deferred revenue Deferred revenue

Other non-current liabilities others 333 166

237


Other non-current financial assets, others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClassification of other non-current financial assets others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other non-current financial assets notes [Abstract] Other non-current financial assets [Abstract] Other non-current financial assets, others 163 170 40 40

Other non-current financial assets, others [Abstract] Other non-current financial assets, others [Line items] Description other non-current financial assets, others

Unsecured andconsidered good

Unsecured andconsidered good

Doubtful Doubtful

Other non-current financial assets, others 163 170 40 40

Other non-current financial assets, others [Table] ..(2)

Unless otherwise specified, all monetary values are in Millions of INRClassification of other non-current financial assets others [Axis] 3

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other non-current financial assets notes [Abstract] Other non-current financial assets [Abstract] Other non-current financial assets, others -40 -40

Other non-current financial assets, others [Abstract] Other non-current financial assets, others [Line items]

Description other non-current financial assets, others Less: Impairmentallowance

Less: Impairmentallowance

Other non-current financial assets, others -40 -40

Disclosure of breakup of provisions [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClassification based on current non-current [Axis] Non-current [Member] Current [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Provisions notes [Abstract] Disclosure of breakup of provisions [Abstract] Disclosure of breakup of provisions [Line items] Provisions [Abstract] Provisions for employee benefits [Abstract] Provision gratuity 246 263 32 29

Provision leave encashment 110 122 18 14

Total provisions for employee benefits 356 385 50 43

CSR expenditure provision 0 0 0 0

Other provisions (A) 166 (B) 132 (C) 809 (D) 721

Total provisions 522 517 859 764

Footnotes (A) Provision for Environmental restoration liability : 166

(B) Provision for Environmental restoration liability (Refer note 25.1) : 132

(C) Provision for environmental liability : 25 Replacement guarantee : 324 Legal and regulatory : 456 Contingencies : 4

(D) Replacement guarantee : 308 Legal and regulatory : 391 Employee related provisions : 11 Contingencies : 11

238


Other current financial liabilities, others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther current financial liabilities, others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of other current financial liabilities notes [Abstract] Other current financial liabilities [Abstract] Other current financial liabilities, others 0 4 449 403

Other current financial liabilities, others [Abstract] Other current financial liabilities, others [Line items]

Description of other current financial liabilities, others

Payables forpurchase ofproperty, plant andequipment

Payables for purchaseof property, plant andequipment

Employee relatedpayables

Employee relatedpayables

Other current financial liabilities, others

0 4 449 403

Other current financial liabilities, others [Table] ..(2)

Unless otherwise specified, all monetary values are in Millions of INROther current financial liabilities, others [Axis] 3

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of other current financial liabilities notes [Abstract] Other current financial liabilities [Abstract] Other current financial liabilities, others 34 12

Other current financial liabilities, others [Abstract] Other current financial liabilities, others [Line items] Description of other current financial liabilities, others Unearned interest Unearned interest

Other current financial liabilities, others 34 12

Other current assets others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther current assets others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other current assets notes [Abstract] Other current assets [Abstract] Other current assets, others 997 294 42 55

Other current assets others [Abstract] Other current assets others [Line items]

Description of other current assets others Balances withstatutory/governmentauthorities

Balances withstatutory/governmentauthorities

Special additionalduty receivablesand drawbackc l a i m s(Government grant)

Special additionalduty receivables anddrawback claims(Government grant)

Other current assets, others 997 294 42 55

239


Other non-current financial liabilities others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther non-current financial liabilities others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of other non-current financial liabilities notes [Abstract] Other non-current financial liabilities [Abstract] Other non-current financial liabilities, others 23 24 127 10

Other non-current financial liabilities others [Abstract] Other non-current financial liabilities others [Line items]

Description other non-current financial liabilities others

Employee relatedpayables* (ReferNote 39)

Employee relatedpayables* (ReferNote 39)

Unearned interest Unearned interest

Other non-current financial liabilities, others

23 24 127 10

Other current liabilities, others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther current liabilities, others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of other current liabilities notes [Abstract] Other current liabilities [Abstract] Other current liabilities, others 518 535 490 297

Other current liabilities, others [Abstract] Other current liabilities, others [Line items] Description of other current liabilities, others

Statutory dues Statutory dues Deferred revenue Deferred revenue

Other current liabilities, others 518 535 490 297

Other current financial assets others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther current financial assets others [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other current financial assets [Abstract] Other current financial assets others 8 12 27 21

Other current financial assets others [Abstract] Other current financial assets others [Line items] Description other current financial assets others

Considered Good Considered GoodConsidereddoubtful

Considered doubtful

Other current financial assets others 8 12 27 21

240



Unless otherwise specified, all monetary values are in Millions of INROther current financial assets others [Axis] 3 4

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other current financial assets [Abstract] Other current financial assets others -27 -21 9 2

Other current financial assets others [Abstract] Other current financial assets others [Line items] Description other current financial assets others

Less: Impairment ofdoubtful deposits

Less: Impairment ofdoubtful deposits

Interest accrued butnot due

Interest accrued butnot due

Other current financial assets others -27 -21 9 2


Unless otherwise specified, all monetary values are in Millions of INROther current financial assets others [Axis] 5

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other current financial assets [Abstract] Other current financial assets others 0 15

Other current financial assets others [Abstract] Other current financial assets others [Line items]

Description other current financial assets others Insurance claimsa n d o t h e rreceivables

Insurance claims andother receivables

Other current financial assets others 0 15

Other non-current assets, others [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INROther non-current assets, others [Axis] 1

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Other non-current assets notes [Abstract] Other non-current assets [Abstract] Other non-current assets, others 175 174

Other non-current assets, others [Abstract] Other non-current assets, others [Line items]

Description of other non-current assets, others Deposits againstlegal cases

Deposits against legalcases

Other non-current assets, others 175 174

Classification of inventories [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClassification of inventories [Axis] Company inventories [Member] Raw materials [Member]

31/03/2018 31/03/201701/04/2017

to 31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Inventories notes [Abstract] Classification of inventories [Abstract] Classification of inventories [Line items] Inventories 2,565 2,227 421 448

Goods in transit 120 37

Mode of valuation on First In First Outmethod basis

on First In First Outmethod basis

241



Unless otherwise specified, all monetary values are in Millions of INRClassification of inventories [Axis] Work-in-progress [Member] Finished goods [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Inventories notes [Abstract] Classification of inventories [Abstract] Classification of inventories [Line items] Inventories 82 70 100 179






Unless otherwise specified, all monetary values are in Millions of INRClassification of inventories [Axis] Stock-in-trade [Member] Stores and spares [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Inventories notes [Abstract] Classification of inventories [Abstract] Classification of inventories [Line items] Inventories 1,938 1,488 24 42

Goods in transit 197 120





Subclassification of trade receivables [Table] ..(1)


Classification of assets based on security [Axis] Classification of assets based on security[Member]

Unsecured considered good [Member]

31/03/2018 31/03/2017 31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of notes on trade receivables [Abstract] Subclassification of trade receivables [Abstract] Subclassification of trade receivables [Line items] Breakup of trade receivables [Abstract] Trade receivables, gross 443 139 443 139

Allowance for bad and doubtful debts 0 0 0 0

Total trade receivables 443 139 443 139

Details of trade receivables due by directors, other officers or others [Abstract] Trade receivables due by directors 0 0

Trade receivables due by other officers 0 0

Total trade receivables due by directors, other officers or others

0 0

Details of trade receivables due by firms or companies in which any director is partner or director [Abstract] Trade receivables due by firms in which any director is partner

0 0

Trade receivables due by private companies in which any director is director

0 0

Trade receivables due by private companies in which any director is member

0 0

Total trade receivables due by firms or companies in which any director is partner or director

0 0

242



Unless otherwise specified, all monetary values are in Millions of INRClassification based on current non-current [Axis] Current [Member]



31/03/2018 31/03/2017 31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of notes on trade receivables [Abstract] Subclassification of trade receivables [Abstract] Subclassification of trade receivables [Line items] Breakup of trade receivables [Abstract] Trade receivables, gross 4,722 4,007 (A) 4,571 (B) 3,859

Allowance for bad and doubtful debts 151 148 0 0

Total trade receivables 4,571 3,859 4,571 3,859



Total trade receivables due by directors, other officers or others

0 0

Details of trade receivables due by firms or companies in which any director is partner or director [Abstract] Trade receivables due by firms in which any director is partner

0 0

Trade receivables due by private companies in which any director is director

0 0

Trade receivables due by private companies in which any director is member

0 0


0 0

Footnotes (A) Considered good (from related parties) : 80 Considered good : 4491

(B) Considered good : 3688 Considered good (related party) : 171



Classification of assets based on security [Axis] Doubtful [Member]

31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of notes on trade receivables [Abstract] Subclassification of trade receivables [Abstract] Subclassification of trade receivables [Line items] Breakup of trade receivables [Abstract] Trade receivables, gross 151 148

Allowance for bad and doubtful debts 151 148

Total trade receivables 0 0



Total trade receivables due by directors, other officers or others 0 0

Details of trade receivables due by firms or companies in which any director is partner or director [Abstract] Trade receivables due by firms in which any director is partner 0 0

Trade receivables due by private companies in which any director is director 0 0

Trade receivables due by private companies in which any director is member 0 0


0 0

243


Details of advances [Table] ..(1)


Classification of advances [Axis] Advances [Member]



31/03/2018 31/03/2017 31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of notes on advances [Abstract] Disclosure of advances [Abstract] Disclosure of advances [Line items] Advances 37 53 37 53

Details of advance due by directors other officers or others [Abstract] Advance due by directors 0 0 0 0

Advance due by other officers 0 0 0 0

Total advance due by directors other officers or others

0 0 0 0

Details of advance due by firms or companies in which any director is partner or director [Abstract] Advance due by firms in which any director is partner

0 0 0 0

Advance due by private companies in which any director is director

0 0 0 0

Advance due by private companies in which any director is member

0 0 0 0

Total advance due by firms or companies in which any director is partner or director

0 0 0 0



Classification of advances [Axis] Capital advances [Member] Other Advances [Member]Classification of assets based on security [Axis] Unsecured considered good [Member] Unsecured considered good [Member]





0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

244



Unless otherwise specified, all monetary values are in Millions of INRClassification based on current non-current [Axis] Non-current [Member] Current [Member]

Classification of advances [Axis] Prepaid expenses [Member] Advances [Member]

Classification of assets based on security [Axis] Unsecured considered good [Member] Classification of assets based on security[Member]





0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0



Classification of advances [Axis] Advances [Member] Advances given suppliers [Member]Classification of assets based on security [Axis] Unsecured considered good [Member] Unsecured considered good [Member]





0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

245




Classification of advances [Axis] Advances given employees [Member] Other Advances [Member]Classification of assets based on security [Axis] Unsecured considered good [Member] Unsecured considered good [Member]





0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0



Classification of advances [Axis] Prepaid expenses [Member]Classification of assets based on security [Axis] Unsecured considered good [Member]

31/03/2018 31/03/2017 Subclassification and notes on liabilities and assets [Abstract] Disclosure of notes on advances [Abstract] Disclosure of advances [Abstract] Disclosure of advances [Line items] Advances 94 60

Details of advance due by directors other officers or others [Abstract] Advance due by directors 0 0

Advance due by other officers 0 0

Total advance due by directors other officers or others 0 0

Details of advance due by firms or companies in which any director is partner or director [Abstract] Advance due by firms in which any director is partner 0 0

Advance due by private companies in which any director is director 0 0

Advance due by private companies in which any director is member 0 0


0 0

246



to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of subclassification and notes on liabilities and assets explanatory [TextBlock] Total other non-current financial assets 163 170

Advances, non-current (A) 37 (B) 53

Total other non-current assets 212 227

Disclosure of notes on cash and bank balances explanatory [TextBlock] Fixed deposits with banks 0 0

Other deposits with banks (C) 2,990 (D) 2,965

Total balance with banks 2,990 2,965

Cheques, drafts on hand (E) 945 (F) 602

Cash on hand 0 0

Total cash and cash equivalents 3,935 3,567

Bank balance other than cash and cash equivalents 14 0

Total cash and bank balances 3,949 3,567

Total balances held with banks to extent held as margin money or security against borrowings, guarantees or other commitments

0 0

Bank deposits with more than 12 months maturity 0 0

Total other current financial assets 17 29

Advances, current (G) 151 (H) 110

Total other current assets 1,190 459

Total other non-current financial liabilities 150 34

Nature of other provisions Textual information (64) [See below]


Total other non-current liabilities 333 166

Current maturities of finance lease obligations 39 30

Interest accrued on borrowings 0 0

Interest accrued on public deposits 0 0

Interest accrued others 0 0

Unpaid dividends 14 0

Unpaid matured deposits and interest accrued thereon 0 0

Unpaid matured debentures and interest accrued thereon 0 0

Debentures claimed but not paid 0 0

Public deposit payable, current 0 0

Total other current financial liabilities 536 449

Advance received from customers 133 57

Total other advance 133 57

Current liabilities portion of share application money pending allotment

0 0

Total other current liabilities 1,141 889

Footnotes (A) Capital advances : 0 Prepaid expenses : 37

(B) Capital advances : 22 Prepaid expenses : 31

(C) - In current account : 328 -Deposits with original maturity of less than three months : 2662

(D) - In current account : 425 -Deposits with original maturity of less than three months : 2540

(E) Cheques on hand : 945

(F) Cheques on hand : 602

(G) Advance to suppliers : 54 Prepaid expenses : 94 Advances to employees : 3

(H) Advance to suppliers : 45 Prepaid expenses : 60 Advances to employees : 5

247



Nature of other provisionsThe Company contributes to the following post-employment defined benefit plans in India. Defined Contribution Plans: The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Underthe plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. Forthe year ended 31 March 2018 31 March 2017 (Rupees in million) (Rupees in million) Contribution to Statutory ProvidentFund 131 127 Defined Benefit Plan: The Company provides for gratuity for employeesin India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity.The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for15 days salary multiplied for the number of years of service. The gratuity plan of the company is both funded and non funded. For the fundedGratuity scheme, the Company makes contributions to Group Gratuity cum Life Assurance Schemes administered by the LIC of India.Location Funding Status Mohali Light Factory Funded Vadodara Light Factory Non Funded Corporate Employees NonFunded Philips Innovation Campus Funded The most recent actuarial valuation of plan assets and the present value ofthe defined benefit obligation for gratuity were carried out as at 31 March 2018. The present value of the defined benefit obligations and therelated current service cost and past service cost, were measured using the Projected Unit Credit Method. Based on the actuarial valuationobtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognized in the Company’s financialstatements as at balance sheet date: March 31, 2018 March 31, 2017 (Rupees in million) (Rupees in million) Present value ofdefined benefit obligation 302 337 Fair value of plan assets 23 45Plan assets / (liability) 279 292 Movement in net defined benefit (asset) liability The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and itscomponents: 31 March 2018 31 March 2017 (Rupees in million) (Rupees in million) Defined benefit obligation Fair value of planassets Net defined benefit (asset)/ liability Defined benefit obligation Fair value of plan assets Net defined benefit (asset)/ liability Balance asat 1 April 337 45 292 398 84 314 Acquisition /Divestiture - - - - - - Included in profitor loss Current service cost 45 - 45 52 - 52 Past service credit - - - - - - Interest cost (income) 23 3 20 29 6 23 68 3 65 81 6 75 Included inOCI Remeasurements loss (gain) - - - - - - – Actuarial loss (gain) arising from: - - demographic assumptions (3) - (3) 11 - 11 - financial assumptions (17) - (17) (55) 2 (53) - experience adjustment (12) - (12) (15) - (15) (32) - (32) (59) 2 (57) Other Contributions paid by the employer - 3 (3) - 4 (4) Benefits paid (71) (28) (43) (83) (47) (36) (71) (24) (46) (83) (43) (40) Balance as at 31 March 302 23 279 337 45 292 Plan assets March 31, 2018 March 31,2017 Funds Managed by Insurer ( investment with insurer) 100% 100% Actuarial assumptions The following were theprincipal actuarial assumptions at the reporting date (expressed as weighted averages). March 31, 2018 March 31, 2017Discount rate 8.00% 7.30% Expected rate of future salary increase 9.00% 9.00% Mortality IALM (2006-08) Ultimate IALM(2006-08) Ultimate Withdrawal rate Management, PIC, MLF CG, VLF CG - 12%, MLF and VLF Non CG - 2% Management,PIC - 12% ,MLF - 3%, VLF - 2% Retirement age Management, PMS & PIC - 60 years, Others - 58 years Management, PMS &PIC - 60 years, Others - 58 years Assumptions regarding future mortality have been based on published statistics and mortality tables. At 31March 2018, the weighted-average duration of the defined benefit obligation was 13.3 years (as at 31 March 2017 : 14 years). Sensitivityanalysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptionsconstant, would have affected the defined benefit obligation by the amounts shown below. 31 March 2018 31 March 2017 (Rupees inmillion) (Rupees in million) Increase Decrease Increase Decrease Discount rate (1% movement) 278 325 308 366 Expected rate of future salary increase (1% movement) 325 278 365 308 Although the analysis does not take account of the full distribution of cash flows expectedunder the plan, it does provide an approximation of the sensitivity of the assumptions shown. The following payments are expectedcontributions to the defined benefit plan in future years: March 31, 2018 March 31, 2017 '(Rupees in million) '(Rupees inmillion) Within the next 12 months (next annual reporting period) 37 32 Between 2 and 5 years 121 122 Beyond 5 years 123 129 281 283 Other long-term employee benefits: During the year ended 31 March 2018, the Company has incurred an expenseon compensated absences amounting to Rs. 46 million (previous year Rs. 9 million). The Company determines the expense for compensatedabsences basis the actuarial valuation of plan assets and the present value of the obligation, using the Projected Unit Credit Method.

248



Nature of other provisionsThe Company contributes to the following post-employment defined benefit plans in India. Defined Contribution Plans: The Company makes contributions towards provident fund to a defined contribution retirement benefit plan for qualifying employees. Underthe plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits. Forthe year ended 31 March 2018 31 March 2017 (Rupees in million) (Rupees in million) Contribution to Statutory ProvidentFund 131 127 Defined Benefit Plan: The Company provides for gratuity for employeesin India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity.The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for15 days salary multiplied for the number of years of service. The gratuity plan of the company is both funded and non funded. For the fundedGratuity scheme, the Company makes contributions to Group Gratuity cum Life Assurance Schemes administered by the LIC of India.Location Funding Status Mohali Light Factory Funded Vadodara Light Factory Non Funded Corporate Employees NonFunded Philips Innovation Campus Funded The most recent actuarial valuation of plan assets and the present value ofthe defined benefit obligation for gratuity were carried out as at 31 March 2018. The present value of the defined benefit obligations and therelated current service cost and past service cost, were measured using the Projected Unit Credit Method. Based on the actuarial valuationobtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognized in the Company’s financialstatements as at balance sheet date: March 31, 2018 March 31, 2017 (Rupees in million) (Rupees in million) Present value ofdefined benefit obligation 302 337 Fair value of plan assets 23 45Plan assets / (liability) 279 292 Movement in net defined benefit (asset) liability The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and itscomponents: 31 March 2018 31 March 2017 (Rupees in million) (Rupees in million) Defined benefit obligation Fair value of planassets Net defined benefit (asset)/ liability Defined benefit obligation Fair value of plan assets Net defined benefit (asset)/ liability Balance asat 1 April 337 45 292 398 84 314 Acquisition /Divestiture - - - - - - Included in profitor loss Current service cost 45 - 45 52 - 52 Past service credit - - - - - - Interest cost (income) 23 3 20 29 6 23 68 3 65 81 6 75 Included inOCI Remeasurements loss (gain) - - - - - - – Actuarial loss (gain) arising from: - - demographic assumptions (3) - (3) 11 - 11 - financial assumptions (17) - (17) (55) 2 (53) - experience adjustment (12) - (12) (15) - (15) (32) - (32) (59) 2 (57) Other Contributions paid by the employer - 3 (3) - 4 (4) Benefits paid (71) (28) (43) (83) (47) (36) (71) (24) (46) (83) (43) (40) Balance as at 31 March 302 23 279 337 45 292 Plan assets March 31, 2018 March 31,2017 Funds Managed by Insurer ( investment with insurer) 100% 100% Actuarial assumptions The following were theprincipal actuarial assumptions at the reporting date (expressed as weighted averages). March 31, 2018 March 31, 2017Discount rate 8.00% 7.30% Expected rate of future salary increase 9.00% 9.00% Mortality IALM (2006-08) Ultimate IALM(2006-08) Ultimate Withdrawal rate Management, PIC, MLF CG, VLF CG - 12%, MLF and VLF Non CG - 2% Management,PIC - 12% ,MLF - 3%, VLF - 2% Retirement age Management, PMS & PIC - 60 years, Others - 58 years Management, PMS &PIC - 60 years, Others - 58 years Assumptions regarding future mortality have been based on published statistics and mortality tables. At 31March 2018, the weighted-average duration of the defined benefit obligation was 13.3 years (as at 31 March 2017 : 14 years). Sensitivityanalysis Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptionsconstant, would have affected the defined benefit obligation by the amounts shown below. 31 March 2018 31 March 2017 (Rupees inmillion) (Rupees in million) Increase Decrease Increase Decrease Discount rate (1% movement) 278 325 308 366 Expected rate of future salary increase (1% movement) 325 278 365 308 Although the analysis does not take account of the full distribution of cash flows expectedunder the plan, it does provide an approximation of the sensitivity of the assumptions shown. The following payments are expectedcontributions to the defined benefit plan in future years: March 31, 2018 March 31, 2017 '(Rupees in million) '(Rupees inmillion) Within the next 12 months (next annual reporting period) 37 32 Between 2 and 5 years 121 122 Beyond 5 years 123 129 281 283 Other long-term employee benefits: During the year ended 31 March 2018, the Company has incurred an expenseon compensated absences amounting to Rs. 46 million (previous year Rs. 9 million). The Company determines the expense for compensatedabsences basis the actuarial valuation of plan assets and the present value of the obligation, using the Projected Unit Credit Method.

249


[401200] Notes - Additional disclosures on balance sheet


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of additional balance sheet notes explanatory [TextBlock] Additional balance sheet notes [Abstract] Contingent liabilities and commitments [Abstract] Classification of contingent liabilities [Abstract] Total contingent liabilities 0 0

Total contingent liabilities and commitments 0 0

Details regarding dividends [Abstract] Amount of dividends proposed to be distributed to equity shareholders 0 0

Amount of per share dividend proposed to be distributed to equity shareholders

[INR/shares] 0 [INR/shares] 0

Details of deposits [Abstract] Deposits accepted or renewed during period 0 0

Deposits matured and claimed but not paid during period 0 0

Deposits matured and claimed but not paid 0 0

Deposits matured but not claimed 0 0

Interest on deposits accrued and due but not paid 0 0

Details of share application money received and paid [Abstract] Share application money received during year 0 0

Share application money paid during year 0 0

Amount of share application money received back during year 0 0

Amount of share application money repaid returned back during year 0 0

Number of person share application money paid during year [pure] 0 [pure] 0

Number of person share application money received during year [pure] 0 [pure] 0

Number of person share application money paid as at end of year [pure] 0 [pure] 0

Number of person share application money received as at end of year [pure] 0 [pure] 0

Share application money received and due for refund 0 0

Details regarding cost records and cost audit[Abstract] Details regarding cost records [Abstract] Whether maintenance of cost records by company has been mandated under Companies (Cost Records and Audit) Rules, 2014

No No

Net worth of company 0 0

Details of unclaimed liabilities [Abstract] Unclaimed share application refund money 0 0

Unclaimed matured debentures 0 0

Unclaimed matured deposits 0 0

Interest unclaimed amount 0 0

Financial parameters balance sheet items [Abstract] Investment in subsidiary companies 0 0

Investment in government companies 0 0

Amount due for transfer to investor education and protection fund (IEPF)

0 0

Gross value of transactions with related parties 0 0

Number of warrants converted into equity shares during period [pure] 0 [pure] 0

Number of warrants converted into preference shares during period [pure] 0 [pure] 0

Number of warrants converted into debentures during period [pure] 0 [pure] 0

Number of warrants issued during period (in foreign currency) [pure] 0 [pure] 0

Number of warrants issued during period (INR) [pure] 0 [pure] 0

[611800] Notes - Revenue


to 31/03/2018

01/04/2016 to

31/03/2017

Disclosure of revenue [TextBlock] Textual information (66) [See below]


250



Disclosure of revenue [Text Block]

1. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliablymeasured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable,taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. TheCompany has concluded that it is acting as a principal in all of its revenue arrangements since it is the primary obliger in all the revenuearrangements as it has pricing latitude and is also exposed to inventory and credit risks. Based on the education material on Ind AS 18 issuedby the ICAI, the Company assumed that recovery of excise duty flows to the Company on its own account. This is for the reason that it is aliability of the manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the recoveryof excise duty flows to the Company on its own account, revenue includes excise duty.

However, sales tax/value added tax (VAT) and goods and service tax (GST) is not received by the Company on its own account. Rather, it istax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from the revenue. Thespecific recognition criteria described below must also be met before revenue is recognised.

(a) Sale of goods

Revenue is recognized when the significant risk and rewards of ownership have been transferred to the customer, recovery of theconsideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing managementinvolvement with the goods, and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the considerationreceived or receivable.

The Company collects Goods and service tax, sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these arenot economic benefits flowing to the Company. Hence, they are excluded from revenue.

The Company has assumed that recovery of excise duty flows to the company on its own account. This is for the reason that it is a liability ofthe manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the recovery of exciseduty flows to the company on its own account, revenue includes excise duty.

(b) Revenue of transaction that have separately identifiable components are recognized separately based on their relative fair value.

Revenue from services are recognized when the Company can reliably measure the amount of revenue and the associated cost related to thestage of completion of a contract or transaction and recovery of the contract is considered probable.

251


(c) Revenue (other than sale) is recognized to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured.

(d) Interest income is recognized using the EIR method. The EIR is the rate that exactly discounts the estimated future cash receipts throughthe expected life of the financial instrument or a shorter period, where appropriate to the net carrying amount of the financial asset. The EIRis computed basis the expected cash flows by considering all the contractual terms of the financial instrument. The calculation includes allfees, transaction costs, and all other premiums or discounts paid or received between parties to the contract that are an integral part of theeffective interest rate.

252



Disclosure of revenue [Text Block]

1. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliablymeasured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable,taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. TheCompany has concluded that it is acting as a principal in all of its revenue arrangements since it is the primary obliger in all the revenuearrangements as it has pricing latitude and is also exposed to inventory and credit risks. Based on the education material on Ind AS 18 issuedby the ICAI, the Company assumed that recovery of excise duty flows to the Company on its own account. This is for the reason that it is aliability of the manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the recoveryof excise duty flows to the Company on its own account, revenue includes excise duty.

However, sales tax/value added tax (VAT) and goods and service tax (GST) is not received by the Company on its own account. Rather, it istax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from the revenue. Thespecific recognition criteria described below must also be met before revenue is recognised.

(a) Sale of goods

Revenue is recognized when the significant risk and rewards of ownership have been transferred to the customer, recovery of theconsideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing managementinvolvement with the goods, and the amount of revenue can be measured reliably. Revenue is measured at the fair value of the considerationreceived or receivable.

The Company collects Goods and service tax, sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these arenot economic benefits flowing to the Company. Hence, they are excluded from revenue.

The Company has assumed that recovery of excise duty flows to the company on its own account. This is for the reason that it is a liability ofthe manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the recovery of exciseduty flows to the company on its own account, revenue includes excise duty.

(b) Revenue of transaction that have separately identifiable components are recognized separately based on their relative fair value.

Revenue from services are recognized when the Company can reliably measure the amount of revenue and the associated cost related to thestage of completion of a contract or transaction and recovery of the contract is considered probable.

253


(c) Revenue (other than sale) is recognized to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured.

(d) Interest income is recognized using the EIR method. The EIR is the rate that exactly discounts the estimated future cash receipts throughthe expected life of the financial instrument or a shorter period, where appropriate to the net carrying amount of the financial asset. The EIRis computed basis the expected cash flows by considering all the contractual terms of the financial instrument. The calculation includes allfees, transaction costs, and all other premiums or discounts paid or received between parties to the contract that are an integral part of theeffective interest rate.

[612400] Notes - Service concession arrangements


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of service concession arrangements [TextBlock] Whether there are any service concession arrangments No No

[612000] Notes - Construction contracts


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of notes on construction contracts [TextBlock] Whether there are any construction contracts No No

[612600] Notes - Employee benefits

Disclosure of defined benefit plans [Table] ..(1)


Defined benefit plans [Axis] Domestic defined benefit plans[Member]

Defined benefit plans categories [Axis] 1

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of defined benefit plans [Abstract] Disclosure of defined benefit plans [Line items]

Description of type of plan Textual information(68) [See below]


Surplus (deficit) in plan [Abstract] Defined benefit obligation, at present value -302 -337

Plan assets, at fair value -23 -45

Net surplus (deficit) in plan 279 292

Actuarial assumption of discount rates 8.00% 7.30%

254


Disclosure of net defined benefit liability (assets) [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRDefined benefit plans [Axis] Domestic defined benefit plans [Member]

Net defined benefit liability (assets) [Axis] Net defined benefit liability (assets) [Member]

Present value ofdefined benefit

obligation[Member]

Defined benefit plans categories [Axis] 1 1

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Disclosure of net defined benefit liability (assets) [Abstract] Disclosure of net defined benefit liability (assets) [Line items]

Description of type of plan Refer to child member Refer to child memberTextual information(70) [See below]

Changes in net defined benefit liability (assets) [Abstract] Current service cost, net defined benefit liability (assets)

45 52 45

Interest expense (income), net defined benefit liability (assets)

20 23 23

Gain (loss) on remeasurement, net defined benefit liability (assets) [Abstract] Actuarial losses (gains) arising from changes in demographic assumptions, net defined benefit liability (assets)

3 -11 3

Actuarial losses (gains) arising from changes in financial assumptions, net defined benefit liability (assets)

17 53 17

Loss (gain) on changes in effect of limiting net defined benefit assets to assets ceiling, net defined benefit liability (assets)

12 15 (A) 12

Total loss (gain) on remeasurement, net defined benefit liability (assets)

32 57 32

Contributions to plan, net defined benefit liability (assets) [Abstract] Contributions to plan by employer, net defined benefit liability (assets)

3 4

Total contributions to plan, net defined benefit liability (assets)

3 4

Payments from plan, net defined benefit liability (assets)

43 36 71

Total increase (decrease) in net defined benefit liability (assets)

-13 -22 -35

Net defined benefit liability (assets) at end of period

279 292 314 302

(A) - experience adjustment

255



Unless otherwise specified, all monetary values are in Millions of INRDefined benefit plans [Axis] Domestic defined benefit plans [Member]

Net defined benefit liability (assets) [Axis] Present value of defined benefitobligation [Member]

Plan assets [Member]

Defined benefit plans categories [Axis] 1 1

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of net defined benefit liability (assets) [Abstract] Disclosure of net defined benefit liability (assets) [Line items]

Description of type of plan Textual information (71) [Seebelow]



Changes in net defined benefit liability (assets) [Abstract] Current service cost, net defined benefit liability (assets)

52 0 0

Interest expense (income), net defined benefit liability (assets)

29 3 6

Gain (loss) on remeasurement, net defined benefit liability (assets) [Abstract] Actuarial losses (gains) arising from changes in demographic assumptions, net defined benefit liability (assets)

-11

Actuarial losses (gains) arising from changes in financial assumptions, net defined benefit liability (assets)

55 2

Loss (gain) on changes in effect of limiting net defined benefit assets to assets ceiling, net defined benefit liability (assets)

15

Total loss (gain) on remeasurement, net defined benefit liability (assets)

59 2

Contributions to plan, net defined benefit liability (assets) [Abstract] Contributions to plan by employer, net defined benefit liability (assets)

-3 -4

Total contributions to plan, net defined benefit liability (assets)

-3 -4

Payments from plan, net defined benefit liability (assets)

83 28 47

Total increase (decrease) in net defined benefit liability (assets)

-61 -22 -39

Net defined benefit liability (assets) at end of period

337 398 23 45



Defined benefit plans [Axis]Domestic defined

benefit plans[Member]

Net defined benefit liability (assets) [Axis] Plan assets[Member]

Defined benefit plans categories [Axis] 1

31/03/2016 Disclosure of net defined benefit liability (assets) [Abstract] Disclosure of net defined benefit liability (assets) [Line items] Net defined benefit liability (assets) at end of period 84

256



to 31/03/2018

01/04/2016 to

31/03/2017

Disclosure of employee benefits [TextBlock] Textual information (74) [See below]


Disclosure of defined benefit plans [TextBlock] Whether there are any defined benefit plans Yes Yes

Disclosure of net defined benefit liability (assets) [TextBlock]


Description of type of plan"The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuousservice for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawnbasic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan of thecompany is both funded and non funded. For the funded Gratuity scheme, the Company makes contributions to Group Gratuity cum LifeAssurance Schemes administered by the LIC of India. "









257




258



Disclosure of employee benefits [Text Block]

1. Employee benefits

Gratuity

The Employee’s Gratuity Fund Scheme, which is defined benefit plan, is managed by trust maintained with Life Insurance Corporation forworkers at Mohali factory. For the rest of the locations, gratuity scheme in unfunded. The cost of the defined benefit gratuity plan and thepresent value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making variousassumptions that may differ from actual developments in the future. These include the determination of the discount rate, expected rate ofreturn on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, adefined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date

In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds incurrencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on mortality rates fromIndian Assures Lives Mortality 2006-08. Those mortality tables tend to change only at interval in response to demographic changes. Futuresalary increases and gratuity increases are based on expected future inflation rates. Further details about gratuity obligations are given in note37.

Provident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to provident fund are made inaccordance with the relevant scheme and are charged to the statement of profit and loss for the year when contribution is due. The Companyhas no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the providentfund scheme as an expenditure when an employee renders the related services.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Companymeasures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that hasaccumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit formeasurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unitcredit method at the year-end. Actuarial gains/losses are immediately taken to statement of Profit and Loss in the period in which they occur.The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer itssettlement for 12 months after the reporting date.

259


Long term incentive plan

Philips Lighting group company (Philips Lighting N.V.) introduced the Long-term Incentive Plan (LTI Plan) during the current financialyear. Under the Philips Lighting LTI Plan, which is equity settled, eligible employees are granted both conditional shares and performanceshares. Vesting of performance shares is conditional on the achievement of performance conditions measured over a period of three years.Also, vesting is conditional to the grantee still being employed with Philips Lighting at the vesting date. In addition to shares awarded underthe Philips Lighting LTI Plan, Philips Lighting may in individual cases, such as in the hiring process of members of senior-management, alsogrant restricted shares.

During the vesting period, the costs of the LTI plan is calculated and accounted by the Company as an employee benefit expense withcorresponding increase in payable to the holding company in accordance with the recognition and measurement principles as prescribed inInd As 102 Share Based Payments.

The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied.

Employee stock purchase plan (ESPP)

ESPP is a company-run program in which company contributes an additional 15% on top of employee’s

voluntary share purchase contribution. Employees pay in to the plan through payroll deductions, which are used to buy shares of the Groupcompany (Philips Lighting N.V.), which is listed on the Euronext Amsterdam Stock Exchange. The company uses the funds to purchaseshares on behalf of the participating employees. The Company contribution is recognized as an expense in the month of contribution.

260



Disclosure of employee benefits [Text Block]

1. Employee benefits

Gratuity

The Employee’s Gratuity Fund Scheme, which is defined benefit plan, is managed by trust maintained with Life Insurance Corporation forworkers at Mohali factory. For the rest of the locations, gratuity scheme in unfunded. The cost of the defined benefit gratuity plan and thepresent value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making variousassumptions that may differ from actual developments in the future. These include the determination of the discount rate, expected rate ofreturn on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, adefined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date

In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds incurrencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on mortality rates fromIndian Assures Lives Mortality 2006-08. Those mortality tables tend to change only at interval in response to demographic changes. Futuresalary increases and gratuity increases are based on expected future inflation rates. Further details about gratuity obligations are given in note37.

Provident fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to provident fund are made inaccordance with the relevant scheme and are charged to the statement of profit and loss for the year when contribution is due. The Companyhas no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the providentfund scheme as an expenditure when an employee renders the related services.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Companymeasures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that hasaccumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit formeasurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unitcredit method at the year-end. Actuarial gains/losses are immediately taken to statement of Profit and Loss in the period in which they occur.The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer itssettlement for 12 months after the reporting date.

261


Long term incentive plan

Philips Lighting group company (Philips Lighting N.V.) introduced the Long-term Incentive Plan (LTI Plan) during the current financialyear. Under the Philips Lighting LTI Plan, which is equity settled, eligible employees are granted both conditional shares and performanceshares. Vesting of performance shares is conditional on the achievement of performance conditions measured over a period of three years.Also, vesting is conditional to the grantee still being employed with Philips Lighting at the vesting date. In addition to shares awarded underthe Philips Lighting LTI Plan, Philips Lighting may in individual cases, such as in the hiring process of members of senior-management, alsogrant restricted shares.

During the vesting period, the costs of the LTI plan is calculated and accounted by the Company as an employee benefit expense withcorresponding increase in payable to the holding company in accordance with the recognition and measurement principles as prescribed inInd As 102 Share Based Payments.

The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied.

Employee stock purchase plan (ESPP)

ESPP is a company-run program in which company contributes an additional 15% on top of employee’s

voluntary share purchase contribution. Employees pay in to the plan through payroll deductions, which are used to buy shares of the Groupcompany (Philips Lighting N.V.), which is listed on the Euronext Amsterdam Stock Exchange. The company uses the funds to purchaseshares on behalf of the participating employees. The Company contribution is recognized as an expense in the month of contribution.

[612800] Notes - Borrowing costs


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of borrowing costs [TextBlock] Whether any borrowing costs has been capitalised during the year No No

262


[700100] Notes - Key managerial personnels and directors remuneration and other information

Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRKey managerial personnels and directors [Axis] 1 2 3 4

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [Abstract] Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [LineItems]

Name of key managerial personnel or director HARSHAVARDHANMADHAV CHITALE

BIDHU BHUSANMOHANTY

S U M I TPADMAKARJOSHI

R O T H I NBHATTACHARYYA

Director identification number of key managerial personnel or director

07018906 01934922

Date of birth of key managerial personnel or director

17/03/1972 19/02/1972 21/01/1974 27/08/1962

Designation of key managerial personnel or director Managing DirectorWhole TimeDirector

Managing Director Whole Time Director

Qualification of key managerial personnel or director

Professional Professional Professional Professional

Shares held by key managerial personnel or director [shares] 0 [shares] 0 [shares] 0 [shares] 0

Key managerial personnel or director remuneration [Abstract] Gross salary to key managerial personnel or director [Abstract] Salary key managerial personnel or director 27.33 8.5 20.07 17.34

Perquisites key managerial personnel or director

7.09 3.4 1.65 0.01

Profits in lieu of salary key managerial personnel or director

0 0 0 0

Gross salary to key managerial personnel or director

34.42 11.9 21.72 17.35

Sitting fees key managerial personnel or director

0 0 0 0

Stock option key managerial personnel or director

8.34 2.47 0 0

Sweat equity key managerial personnel or director

0 0 0 0

Commission as percentage of profit key managerial personnel or director

0 0 0 0

Other commission key managerial personnel or director

0 0 0 0

Other compensation key managerial personnel or director

0 0 0 0

Total key managerial personnel or director remuneration

42.76 14.37 21.72 17.35

263



Unless otherwise specified, all monetary values are in Millions of INRKey managerial personnels and directors [Axis] 5 6 7 8

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018

01/04/2017 to


Name of key managerial personnel or director SUKANTO AICHUMASHANKARPARTHASARATHI

VIBHA PAULRISHI

VINAYAKKASHINATHDESHPANDE

Director identification number of key managerial personnel or director

02175058 00130363 05180796 00036827

Date of birth of key managerial personnel or director

18/06/1968 07/06/1953 19/06/1960 21/07/1957

Designation of key managerial personnel or director Whole TimeDirector

IndependentDirector

IndependentDirector

IndependentDirector

Qualification of key managerial personnel or director

Professional Professional Professional Professional

Shares held by key managerial personnel or director [shares] 0 [shares] 0 [shares] 0 [shares] 0

Key managerial personnel or director remuneration [Abstract] Gross salary to key managerial personnel or director [Abstract] Salary key managerial personnel or director 15.33 0 0 0

Perquisites key managerial personnel or director

2.71 0 0 0

Profits in lieu of salary key managerial personnel or director

0 0 0 0

Gross salary to key managerial personnel or director

18.04 0 0 0

Sitting fees key managerial personnel or director

0 0.55 0.42 0.52

Stock option key managerial personnel or director

0 0 0 0

Sweat equity key managerial personnel or director

0 0 0 0

Commission as percentage of profit key managerial personnel or director

0 0 0 0

Other commission key managerial personnel or director

0 1.4 1.4 1.4

Other compensation key managerial personnel or director

0 0 0 0

Total key managerial personnel or director remuneration

18.04 1.95 1.82 1.92

264



Unless otherwise specified, all monetary values are in Millions of INRKey managerial personnels and directors [Axis] 9 10

01/04/2017 to

31/03/2018

01/04/2017 to


Name of key managerial personnel or director DIBYENDURAYCHAUDHURY

NITIN MITTAL

Permanent account number of key managerial personnel or director AEFPR7095P ACQPM4839B

Date of birth of key managerial personnel or director 18/11/1973 16/07/1977

Designation of key managerial personnel or director CFO Company Secretary

Qualification of key managerial personnel or director Professional Company Secretary

Shares held by key managerial personnel or director [shares] 0 [shares] 0

Key managerial personnel or director remuneration [Abstract] Gross salary to key managerial personnel or director [Abstract] Salary key managerial personnel or director 7.62 6.37

Perquisites key managerial personnel or director 0.45 0.03

Profits in lieu of salary key managerial personnel or director 0 0

Gross salary to key managerial personnel or director 8.07 6.4

Sitting fees key managerial personnel or director 0 0

Stock option key managerial personnel or director 0 0

Sweat equity key managerial personnel or director 0 0

Commission as percentage of profit key managerial personnel or director 0 0

Other commission key managerial personnel or director 0 0

Other compensation key managerial personnel or director 0 0

Total key managerial personnel or director remuneration 8.07 6.4

[612200] Notes - Leases


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of leases [TextBlock] Whether company has entered into any lease agreement No No

Whether any operating lease has been converted to financial lease or vice-versa

No No

[612300] Notes - Transactions involving legal form of lease


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of arrangements involving legal form of lease [TextBlock] Whether there are any arrangements involving legal form of lease No No

[612900] Notes - Insurance contracts


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of insurance contracts [TextBlock] Whether there are any insurance contracts as per Ind AS 104 No No

265


[613100] Notes - Effects of changes in foreign exchange rates


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of effect of changes in foreign exchange rates [TextBlock] Whether there is any change in functional currency during the year No No

Description of presentation currency INR

266


[500100] Notes - Subclassification and notes on income and expenses


to 31/03/2018

01/04/2016 to

31/03/2017Subclassification and notes on income and expense explanatory [TextBlock] Disclosure of revenue from operations [Abstract] Disclosure of revenue from operations for other than finance company [Abstract] Revenue from sale of products 33,957 32,069

Revenue from sale of services 1,115 1,146

Total revenue from operations other than finance company 35,072 33,215

Disclosure of revenue from operations for finance company [Abstract]

Revenue from other financial services (A) 56 (B) 55

Total revenue from operations finance company 56 55

Total revenue from operations 35,128 33,270

Disclosure of other income [Abstract] Interest income [Abstract] Interest income on current investments [Abstract]

Interest on other current investments (C) 162 (D) 96

Total interest income on current investments 162 96

Total interest income 162 96

Dividend income [Abstract] Total dividend income 0 0

Other non-operating income [Abstract]

Miscellaneous other non-operating income (E) 20 (F) 20

Total other non-operating income 20 20

Total other income 182 116

Disclosure of finance cost [Abstract] Interest expense [Abstract] Interest expense non-current loans [Abstract]

Interest expense non-current loans, others (G) 54 (H) 27

Total interest expense non-current loans 54 27

Total interest expense 54 27

Total finance costs 54 27

Employee benefit expense [Abstract] Salaries and wages 3,316 3,128

Managerial remuneration [Abstract] Remuneration to directors [Abstract] Total remuneration to directors 0 0

Total managerial remuneration 0 0

Contribution to provident and other funds [Abstract]

Contribution to provident and other funds for others (I) 131 (J) 127

Total contribution to provident and other funds 131 127

Staff welfare expense 186 203

Other employee related expenses (K) 52 (L) 35

Total employee benefit expense 3,685 3,493

Depreciation, depletion and amortisation expense [Abstract] Depreciation expense 381 597

Total depreciation, depletion and amortisation expense 381 597

Breakup of other expenses [Abstract] Consumption of stores and spare parts 71 105

Power and fuel 439 461

Rent 364 377

Repairs to building 50 22

Repairs to machinery (M) 97 (N) 51

Insurance 66 63

Rates and taxes excluding taxes on income [Abstract] Excise duty 0 16

Other cess taxes 21 67

267


Total rates and taxes excluding taxes on income 21 83

Travelling conveyance 325 410

Legal professional charges 136 106

Directors sitting fees 0 0

Advertising promotional expenses 738 620

Loss on disposal of intangible Assets 0 0

Loss on disposal, discard, demolishment and destruction of depreciable property plant and equipment

0 0

Payments to auditor [Abstract] Total payments to auditor 0 0

CSR expenditure 7.15 9

Miscellaneous expenses (O) 4,712.85 (P) 4,299

Total other expenses 7,027 6,606

Current tax [Abstract]

Current tax pertaining to previous years (Q) 1,075 (R) 617

Total current tax 1,075 617

Footnotes (A) - Export incentives : 5 - Scrap sales : 40 - Miscellaneous income : 11

(B) - Export incentives : 4 - Scrap sales : 41 - Miscellaneous income : 10

(C) - Bank and other Deposits : 124 - Financial assets at amortized cost : 38

(D) - Bank and other Deposits : 74 - Financial assets at amortized cost : 22

(E) Net gain on disposal of Property, Plant & Equipment : 6 Insurance claims : 14 Foreign exchange gain (net ) : 0

(F) Net gain on disposal of Property, Plant & Equipment : 3 Insurance claims : 8 Foreign exchange gain (net ) : 9

(G) Interest expense : 54

(H) Interest expense : 27

(I) Contribution to provident fund : 131

(J) Contribution to provident fund : 127

(K) Expense on share based incentives : 52

(L) Expense on share based incentives : 35

(M) - plant and machinery : 92 - others : 5

(N) - plant and machinery : 25 - others : 26

(O) Miscellaneous expense : 571 Packing, freight and transport : 490 Information technology and communication : 559 Impairmentloss on trade receivables : 42 Replacement guarantee : 525 Technical royalty : 1014 Management support services : 1448 Foreignexchange loss (net ) : 64 Adjusted : -0.15

(P) Miscellaneous expense : 460 Packing, freight and transport : 497 Information technology and communication : 469 Impairmentloss on trade receivables : 30 Replacement guarantee : 499 Technical royalty : 907 Management support services : 1437 Foreignexchange loss (net ) : 0 Adjusted : 0

(Q) Current year : 1075

(R) Current year : 617

[613200] Notes - Cash flow statement


to 31/03/2018

01/04/2016 to

31/03/201731/03/2016

Disclosure of cash flow statement [TextBlock] Cash and cash equivalents cash flow statement 3,935 3,567 12

Cash and cash equivalents 3,935 3,567

Income taxes paid (refund), classified as operating activities 755 668

Total income taxes paid (refund) 755 668

268


[500200] Notes - Additional information statement of profit and loss


to 31/03/2018

01/04/2016 to

31/03/2017Additional information on profit and loss account explanatory [TextBlock]

Changes in inventories of finished goods (A) -242 (B) 95

Changes in inventories of work-in-progress (C) -12 (D) -70

Changes in inventories of stock-in-trade (E) -450 (F) 612

Total changes in inventories of finished goods, work-in-progress and stock-in-trade

-704 637

Exceptional items before tax -606 -559

Total exceptional items -606 -559

Details of nature of exceptional items Textual information (76) [See below]


Domestic sale manufactured goods 31,495 29,760

Total domestic turnover goods, gross 31,495 29,760

Export sale manufactured goods 2,462 2,309

Total export turnover goods, gross 2,462 2,309

Total revenue from sale of products 33,957 32,069

Domestic revenue services 1,034 1,063

Export revenue services 81 83

Total revenue from sale of services 1,115 1,146

Gross value of transaction with related parties 0 0

Bad debts of related parties 0 0

Footnotes (A) - Finished goods (closing stock) : -421 - Finished goods : 179

(B) - Finished goods (closing stock) : -179 - Finished goods : 274

(C) - Work-in-progress : 70 - Work-in-progress (closing stock) : -82

(D) - Work-in-progress : 0 - Work-in-progress (closing stock) : -70

(E) - Stock-in-trade : 1488 - Stock-in-trade (closing stock) : -1938

(F) - Stock-in-trade : 2100 - Stock-in-trade (closing stock) : -1488


Details of nature of exceptional itemsDeclining demand at our Conventional lighting industrial units has led to reduction in demand of workforce which necessiated to offer avoluntary retirement scheme for Workman at our Industrial Units at Mohali and Vadodara. During the current year, a charge of Rs 606million (previous year - Rs 559 million) is recognized in the Statement of Profit and Loss against the Scheme under the head exceptionalitems.


Details of nature of exceptional itemsDeclining demand at our Conventional lighting industrial units has led to reduction in demand of workforce which necessiated to offer avoluntary retirement scheme for Workman at our Industrial Units at Mohali and Vadodara. During the current year, a charge of Rs 606million (previous year - Rs 559 million) is recognized in the Statement of Profit and Loss against the Scheme under the head exceptionalitems.

269


[611200] Notes - Fair value measurement


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of fair value measurement [TextBlock] Disclosure of fair value measurement of assets [TextBlock] Whether assets have been measured at fair value No No

Disclosure of fair value measurement of liabilities [TextBlock] Whether liabilities have been measured at fair value No No

Disclosure of fair value measurement of equity [TextBlock] Whether equity have been measured at fair value No No

[613300] Notes - Operating segments


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of entity's operating segments [TextBlock] Disclosure of reportable segments [TextBlock] Whether there are any reportable segments No No

Disclosure of major customers [TextBlock] Whether there are any major customers No No

[610700] Notes - Business combinations


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of business combinations [TextBlock] Whether there is any business combination No No

Disclosure of reconciliation of changes in goodwill [TextBlock] Whether there is any goodwill arising out of business combination No No

Disclosure of acquired receivables [TextBlock] Whether there are any acquired receivables from business combination No No

Disclosure of contingent liabilities in business combination [TextBlock] Whether there are any contingent liabilities in business combination No No

270


[611500] Notes - Interests in other entities


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of interests in other entities [TextBlock] Disclosure of interests in subsidiaries [TextBlock] Disclosure of subsidiaries [TextBlock] Whether company has subsidiary companies No No

Whether company has subsidiary companies which are yet to commence operations

No No

Whether company has subsidiary companies liquidated or sold during year

No No

Disclosure of interests in associates [TextBlock] Disclosure of associates [TextBlock] Whether company has invested in associates No No

Whether company has associates which are yet to commence operations No No

Whether company has associates liquidated or sold during year No No

Disclosure of interests in joint arrangements [TextBlock] Disclosure of joint ventures [TextBlock] Whether company has invested in joint ventures No No

Whether company has joint ventures which are yet to commence operations

No No

Whether company has joint ventures liquidated or sold during year No No

Disclosure of interests in unconsolidated structured entities [TextBlock] Disclosure of unconsolidated structured entities [TextBlock] Whether there are unconsolidated structured entities No No

Disclosure of investment entities [TextBlock] Disclosure of information about unconsolidated subsidiaries [TextBlock] Whether there are unconsolidated subsidiaries No No

Disclosure of information about unconsolidated structured entities controlled by investment entity [TextBlock] Whether there are unconsolidated structured entities controlled by investment entity

No No

271


[610800] Notes - Related party

Disclosure of transactions between related parties [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRCategories of related parties [Axis] Parent [Member]

Related party [Axis] 1 2

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of transactions between related parties [Abstract] Disclosure of transactions between related parties [Line items]

Name of related party Koninklijke PhilipsN.V. (KPNV)

Koninklijke PhilipsN.V. (KPNV)



Country of incorporation or residence of related party

NETHERLANDS NETHERLANDS NETHERLANDS NETHERLANDS

Description of nature of transactions with related party

NA NA

Managementsupport servicesc h a r g eReimbursementreceived, Sale ofServices andExpense on sharebased incentives

Management supportservices chargeReimbursementreceived, Sale ofServices and Expenseon share basedincentives

Description of nature of related party relationship

Ultimate Holdingcompany

Ultimate Holdingcompany

Holding company Holding company

Related party transactions [Abstract] Sales of property and other assets, related party transactions

1,015 35

Revenue from rendering of services related party transactions

131 21

Other related party transactions expense 1,448 1,337

Other related party transactions contribution made

0 0 52 35

Outstanding balances for related party transactions [Abstract] Amounts payable related party transactions 0 0 0 0

Amounts receivable related party transactions 0 0 0 0

Outstanding commitments made by entity, related party transactions

0 0 0 0

Outstanding commitments made on behalf of entity, related party transactions

0 0 0 0

Provisions for doubtful debts related to outstanding balances of related party transaction

0 0 0 0

Expense recognised during period for bad and doubtful debts for related party transaction

0 0 0 0

272



Unless otherwise specified, all monetary values are in Millions of INRCategories of related parties [Axis] Key management personnel of entity or parent [Member]


01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Mr. Sumi tPadmakar Joshi

Mr. Sumit PadmakarJoshi

Mr. DibyenduRaychaudhury

Mr. DibyenduRaychaudhury


INDIA INDIA INDIA INDIA

Permanent account number of related party AEYPJ0276P AEYPJ0276P AEFPR7095P AEFPR7095P


ManagerialRemuneration





Managing Director& Vice-Chairmanw.e.f 14th Sep 2017

Managing Director &Vice-Chairman w.e.f14th Sep 2017

Chief FinancialOfficer w.e.f 1stAugust 2017

Chief FinancialOfficer w.e.f 1stAugust 2017

Related party transactions [Abstract] Other related party transactions contribution made

22 0 8 0




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

273





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of transactions between related parties [Abstract] Disclosure of transactions between related parties [Line items] Name of related party Mr. Nitin Mittal Mr. Nitin Mittal Mr. Sukanto Aich Mr. Sukanto Aich



Permanent account number of related party ACQPM4839B ACQPM4839B AAEPA2893F AAEPA2893F







Company Secretary Company SecretaryWhole-timeDirector w.e.f 1stJuly 2017

Whole-time Directorw.e.f 1st July 2017


6 0 16 0




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

274





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Mr. RothinBhattacharyya

Mr. Roth inBhattacharyya

Mr. HarshavardhanMadhav Chitale

Mr. HarshavardhanMadhav Chitale



Permanent account number of related party AFBPB2108N AFBPB2108N AAQPC2492Q AAQPC2492Q







Whole-timeDirector w.e.f 1stJuly 2017 to 3rdApril 2018

Whole-time Directorw.e.f 1st July 2017 to3rd April 2018

Vice Chairman,Managing Directorand Ch ie fExecutive Officerw.e.f 22nd April2015 to 31st August2017

Vice Chairman,Managing Directorand Chief ExecutiveOfficer w.e.f 22ndApril 2015 to 31stAugust 2017


18 0 30 45




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

275





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Mr. Bidhu BhusanMohanty

Mr. Bidhu BhusanMohanty

Mr. ParthasarathiUma Shankar

Mr. ParthasarathiUma Shankar



Permanent account number of related party AITPM8864D AITPM8864D AAGPU2135E AAGPU2135E




Commission toNon-executivedirectors and Sittingf e e s t oNon-executivedirectors

Commission toNon-executivedirectors and Sittingfees to Non-executivedirectors


Whole timeDirector and ChiefFinancial Officerw.e.f 22nd April2015 to 31st July2017

Whole time Directorand Chief FinancialOfficer w.e.f 22ndApril 2015 to 31stJuly 2017

IndependentDirector w.e.f 27thApril 2016

Independent Directorw.e.f 27th April 2016


9 13 (A) 2 1




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

Footnotes (A) Commission to Non-executive directors 1 Sitting fees to Non-executive directors 1

276





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Ms. Vibha PaulRishi

Ms. Vibha Paul RishiMr. VinayakKashinathDeshpande

Mr. VinayakKashinath Deshpande



Permanent account number of related party AAKPR1495E AAKPR1495E AAUPD5917B AAUPD5917B












(A) 2 1 (B) 2 1




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

Footnotes (A) Commission to Non-executive directors 1 Sitting fees to Non-executive directors 1

(B) Commission to Non-executive directors 1 Sitting fees to Non-executive directors 1

277



Unless otherwise specified, all monetary values are in Millions of INRCategories of related parties [Axis] Other related parties [Member]


01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Philips LightingHong Kong Ltd,China

Philips LightingHong Kong Ltd,China


Philips Lighting B.V.


CHINA CHINA UNITED STATES UNITED STATES



Purchase of RawMaterial and Stock-in-trade

Purchase of RawMaterial andStock-in -trade,Purchase of ITService, TechnicalRoyalty paid,Reimbursementsp a i d ,Reimbursementreceived , Sale ofServices , Sale ofproducts

Purchase of RawMaterial and Stock-in-trade, Purchase of ITService, TechnicalRoyalty paid,Reimbursementspaid, Reimbursementreceived , Sale ofServices , Sale ofproducts


Fellow SubsidiaryCompanies




Related party transactions [Abstract] Purchases of property and other assets, related party transactions

347 349

Sales of property and other assets, related party transactions

325 1,267 592 407

Revenue from rendering of services related party transactions

1,216 1,236

Other related party transactions expense 1 0


454 397

Other related party transactions contribution received

5 9




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

278





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Lumileds LLC Lumileds LLCPhilips LightingPoland Sp. z o.o.

Philips LightingPoland Sp. z o.o.


UNITEDSTATES

UNITED STATES POLAND POLAND


NAPurchase of Raw Materialand Stock-in -trade

Purchase of RawMaterial and Stock-in-trade

NA


F e l l o wSubsidiaryCompanies




Related party transactions [Abstract] Purchases of goods related party transactions 0


292 206 0




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

279





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Philips Luminaires(Chengdu) Co.,Ltd.

P h i l i p sLuminaires(Chengdu) Co.,Ltd.

Philips India Limited Philips India Limited


CHINA CHINA INDIA INDIA

CIN of related party U31902WB1930PLC006663 U31902WB1930PLC006663



NA Reimbursement received Reimbursement received







44


189 0 2


4 0

Other related party transactions contribution received

2 54




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0

280





01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017

01/04/2017 to

31/03/2018

01/04/2016 to


Name of related party Philips LightingHong Kong Ltd


Philips LightingIndustry (China)Co., Ltd.

Philips LightingIndustry (China) Co.,Ltd.


HONG KONG HONG KONG CHINA CHINA


Technical Royaltypaid

Technical Royaltypaid

Purchase of Fixedassets

Purchase of Fixedassets







11 7


865 887


560 447




0 0 0 0


0 0 0 0


0 0 0 0


0 0 0 0




01/04/2016 to

31/03/2017

01/04/2016 to


Name of related party WMGD Pty LtdT/A PhilipsDynalite

Lumileds India PrivateLimited

Country of incorporation or residence of related party AUSTRALIA INDIA

CIN of related party U74140HR2014PTC053731

Description of nature of transactions with related party Reimbursementspaid

Reimbursement received

Description of nature of related party relationship Fellow SubsidiaryCompanies


Related party transactions [Abstract] Other related party transactions contribution made 7 20

Outstanding balances for related party transactions [Abstract] Amounts payable related party transactions 0 0

Amounts receivable related party transactions 0 0

Outstanding commitments made by entity, related party transactions 0 0

Outstanding commitments made on behalf of entity, related party transactions 0 0


0 0


0 0

281



to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of related party [TextBlock] Whether there are any related party transactions during year Yes Yes

Disclosure of transactions between related parties [TextBlock] Whether entity applies exemption in Ind AS 24.25 No No

Whether company is subsidiary company Yes Yes

Section under which company is subsidiary Section 2(87)(ii) Section 2(87)(ii)

[611700] Notes - Other provisions, contingent liabilities and contingent assets

Disclosure of contingent liabilities [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClasses of contingent liabilities [Axis] Tax contingent liability [Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of contingent liabilities [Abstract] Disclosure of contingent liabilities [Line items]

Description of nature of obligation, contingent liabilities Textual information(78) [See below]


Estimated financial effect of contingent liabilities 6,063 9,479

Disclosure of other provisions [Table] ..(1)


Classes of other provisions [Axis] Legal proceedings provision [Member]Other environmentrelated provision

[Member]

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018 Disclosure of other provisions [Abstract] Disclosure of other provisions [Line items] Reconciliation of changes in other provisions [Abstract] Changes in other provisions [Abstract] Other increase decrease in other provisions

65 -249

Total changes in other provisions 65 0 -249

Other provisions at end of period 456 391 391 191



Classes of other provisions [Axis] Other environment related provision[Member]

Provision for taxes other than incometax [Member]

01/04/2016 to

31/03/201731/03/2016

01/04/2017 to

31/03/2018

01/04/2016 to

31/03/2017 Disclosure of other provisions [Abstract] Disclosure of other provisions [Line items] Reconciliation of changes in other provisions [Abstract] Changes in other provisions [Abstract] Other increase decrease in other provisions

306

Total changes in other provisions 0 306 0

Other provisions at end of period 440 440 328 22

282




Classes of other provisions [Axis]Provision for taxesother than income

tax [Member]

31/03/2016 Disclosure of other provisions [Abstract] Disclosure of other provisions [Line items] Reconciliation of changes in other provisions [Abstract] Other provisions at end of period 22


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of other provisions, contingent liabilities and contingent assets [TextBlock] Disclosure of other provisions [TextBlock] Disclosure of contingent liabilities [TextBlock] Whether there are any contingent liabilities Yes Yes


Description of nature of obligation, contingent liabilities(i) In respect of disputed excise demands - Rs. 363 million (As at 31 March 2017 - Rs. 364 million) " (ii) The Contingent Liability on accountof Income Tax cases relating to erstwhile Lighting Business of Philips India Limited (PIL) is estimated at Rs 1,868 million (Previous year –Rs 3,197 million) out of Common estimated Income Tax Liability of lighting business and other businesses of Philips India Limitedamounting to Rs 3,832 million (Previous year – Rs 5,918 million) in various years. As per the MOU (Memorandum of Understanding) dated31 March 2016 signed between Philips India Limited and Philips Lighting India Limited at the time of demerger of lighting business, theIncome Tax cases upto the effective date of demerger shall be contested by Philips India Limited and the amount of liability, if any, uponconclusion of case relating to lighting business shall be payable by Philips Lighting India Limited to Philips India Limited on the basis ofrespective segment turnover (agreed as part of MOU) of relevant years. "


Description of nature of obligation, contingent liabilities(i) In respect of disputed excise demands - Rs. 363 million (As at 31 March 2017 - Rs. 364 million) " (ii) The Contingent Liability on accountof Income Tax cases relating to erstwhile Lighting Business of Philips India Limited (PIL) is estimated at Rs 1,868 million (Previous year –Rs 3,197 million) out of Common estimated Income Tax Liability of lighting business and other businesses of Philips India Limitedamounting to Rs 3,832 million (Previous year – Rs 5,918 million) in various years. As per the MOU (Memorandum of Understanding) dated31 March 2016 signed between Philips India Limited and Philips Lighting India Limited at the time of demerger of lighting business, theIncome Tax cases upto the effective date of demerger shall be contested by Philips India Limited and the amount of liability, if any, uponconclusion of case relating to lighting business shall be payable by Philips Lighting India Limited to Philips India Limited on the basis ofrespective segment turnover (agreed as part of MOU) of relevant years. "

[700200] Notes - Corporate social responsibility

Disclosure of net profits for last three financial years [Table] ..(1)


Net profits for last three financial years [Axis] Financial year 1[Member]

Financial year 2[Member]

01/04/2017 to

31/03/2018

01/04/2017 to

31/03/2018 Disclosure of net profits for last three financial years [Abstract] Disclosure of net profits for last three financial years [LineItems] Description of financial year 2016-17 2015-16

Profit before tax of financial year 1,387 625

Net profit computed u/s 198 and adjusted as per rule 2(1)(f) of Companies (CSR Policy) Rules, 2014

1,356 670

283


Classification of CSR spending [Table] ..(1)

Unless otherwise specified, all monetary values are in Millions of INRClassification of CSR spending [Axis] 1

01/04/2017 to

31/03/2018 Disclosure of CSR spending [Abstract] Details of CSR spent during financial year [Abstract] Manner in which amount CSR spent during financial year [Abstract] Manner in which amount CSR spent during financial year [Line items]

CSR project or activity identified Textual information(80) [See below]

Sector in which project is covered (A) Vocationalskills

Whether projects or programs undertaken in local area or other


Name of state or union territory where projects or programs was undertaken All India

Name of district where projects or programs was undertaken

The project wasimplementedthrough 47 centersof Don Bosco TechSociety spreadacross 17 states

Budget amount outlay project or program wise 7.15

Amount spent on projects or programs [Abstract] Direct expenditure on projects or programs 7.15

Total amount spent on projects or programs 7.15

Cumulative expenditure upto reporting period 7.15

Mode of amount spent (B) Otherimplementingagencies

Footnotes (A) Skill development of youth

(B) The payment of a total amount of Rs 7.15 Million were made by the Company to Don Bosco Tech Society for conducting thetrainings for students

284



to 31/03/2018

Disclosure of corporate social responsibility explanatory [TextBlock] Whether provisions of corporate social responsibility are applicable on company

Yes

Disclosure of composition of CSR committee [TextBlock] Textual information (81) [See below]

Whether company has written CSR policy Yes

Details CSR policy [TextBlock]

The CSR Pol icy of the Company is accessible on your Company’s website

(www.lighting.philips.co.in).

Disclosure overview of projects or programs proposed to be undertaken CSR policy


Disclosure web link of company at which CSR policy is placed www.lighting.philips.co.in

Average net profit for last three financial years 1,013

Prescribed CSR expenditure (A) 20.26

Amount CSR to be spent for financial year 20.26

Amount CSR spent for financial year 7.15

Amount spent in local area 7.15

Amount unspent CSR 13.11

Details of implementing agency

The payment of a to ta l a m o u n t o f R s 7 . 1 5 M i l l i o n w e r e m a d e by the Company to Don Bosco T e c h S o c i e t y f o r conducting the trainings f o r students

Footnotes (A) 2% of Average Profit calculated above in item no. 3 – Rs. 20.30 Million


CSR project or activity identifiedProgram with Don Bosco Tech Society for Skill Development of 1,584 electricians, upgrading their skills from helper electrician to assistantelectrician (as per NSDC Skill levels) through their training centers.

285



Disclosure of composition of CSR committee [Text Block]

1 Ms. Vibha P. Rishi Independent Director Chairman






Disclosure overview of projects or programs proposed to be undertaken CSR policyThe Board of Directors approved CSR Policy of the Company, pursuant to the provisions of Section 135 of the Companies Act, 2013 and therules notified thereunder. The CSR Policy of the Company is accessible on your Company’s website (www.lighting.philips.co.in). In termsof the mandate of the CSR Committee and being a Lighting Company, the focus of CSR programs of the Company has been to unlock theextraordinary potential of light for brighter lives and a better world, by providing underprivileged sections of the society access to renewablesolar lighting and enhance employability of rural youth through skill development. In this financial year, the company focused on scaling upthe NSDC certified vocational training program, launched last year, that focused on upgrading skills of 1,584 students from Helper toassistant electricians in the current financial year. The program was conducted in 2 formats, with 100 hours and 16 hours training modules,spread across 47 centres in 17 states in India.

[610500] Notes - Events after reporting period


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of events after reporting period [TextBlock] Disclosure of non-adjusting events after reporting period [TextBlock] Whether there are non adjusting events after reporting period No No

[612500] Notes - Share-based payment arrangements


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of share-based payment arrangements [TextBlock] Whether there are any share based payment arrangement No No

286


[613000] Notes - Earnings per share


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of earnings per share [TextBlock] Basic earnings per share [Abstract] Diluted earnings per share [Abstract] Profit (loss), attributable to ordinary equity holders of parent entity [Abstract] Profit (loss), attributable to ordinary equity holders of parent entity 0 0

Profit (loss), attributable to ordinary equity holders of parent entity including dilutive effects

0 0

Weighted average shares and adjusted weighted average shares [Abstract] Weighted average number of ordinary shares outstanding [shares] 0 [shares] 0

[610900] Notes - First time adoption


to 31/03/2018

01/04/2016 to

31/03/2017Disclosure of first-time adoption [TextBlock] Whether company has adopted Ind AS first time No No

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